DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 6 Months Ended | |
Apr. 02, 2017 | Apr. 25, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 2, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | MSCC | |
Entity Registrant Name | MICROSEMI CORP | |
Entity Central Index Key | 310,568 | |
Current Fiscal Year End Date | --10-01 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 115,476,453 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Apr. 02, 2017 | Oct. 02, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 191.2 | $ 189.5 |
Accounts receivable, net of allowances of $45.6 at April 2, 2017 and $41.7 at October 2, 2016 | 232.4 | 245.2 |
Inventories | 213.6 | 213.1 |
Other current assets | 89.9 | 73.2 |
Assets held for sale | 14.1 | 13.9 |
Total current assets | 741.2 | 734.9 |
Property and equipment, net | 183.5 | 174.9 |
Goodwill | 2,483.6 | 2,479.4 |
Intangible assets, net | 842.5 | 934.6 |
Deferred income taxes, net | 33.7 | 37.3 |
Other assets | 75.7 | 61.9 |
TOTAL ASSETS | 4,360.2 | 4,423 |
Current liabilities: | ||
Accounts payable | 112.7 | 112.8 |
Accrued liabilities | 148.6 | 166.1 |
Current maturity of long-term debt | 40.7 | 40.7 |
Total current liabilities | 302 | 319.6 |
Credit facility | 1,991.1 | 2,138.5 |
Deferred income taxes | 109.3 | 120.2 |
Other long-term liabilities | 127.9 | 115.8 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $1.00 par value; authorized 1 share; none issued | 0 | 0 |
Common stock, $0.20 par value; 250.0 authorized, 115.5 issued and outstanding at April 2, 2017 and 113.6 issued and outstanding at October 2, 2016 | 23 | 22.7 |
Capital in excess of par value of common stock | 1,398.9 | 1,357.8 |
Retained earnings | 411.1 | 350.6 |
Accumulated other comprehensive loss | (3.1) | (2.2) |
Total stockholders' equity | 1,829.9 | 1,728.9 |
Total liabilities and stockholders' equity | $ 4,360.2 | $ 4,423 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Apr. 02, 2017 | Oct. 02, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 45.6 | $ 41.7 |
Preferred stock, par value (USD per share) | $ 1 | $ 1 |
Preferred stock, authorized | 1,000 | 1,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value (USD per share) | $ 0.20 | $ 0.20 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 115,500,000 | 113,600,000 |
Common stock, outstanding | 115,500,000 | 113,600,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 02, 2017 | Apr. 03, 2016 | Apr. 02, 2017 | Apr. 03, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 442.9 | $ 444.3 | $ 878.4 | $ 773.5 |
Cost of sales | 158.8 | 243.7 | 317.8 | 385 |
Gross profit | 284.1 | 200.6 | 560.6 | 388.5 |
Operating expenses: | ||||
Selling, general and administrative | 75.8 | 113.7 | 166.2 | 183 |
Research and development costs | 86.9 | 87.8 | 169.2 | 142.7 |
Amortization of intangible assets | 46.5 | 45.3 | 92.1 | 70.7 |
Restructuring and severance charges | 5.8 | 51.7 | 8.2 | 53.4 |
Total operating expenses | 215 | 298.5 | 435.7 | 449.8 |
Operating income | 69.1 | (97.9) | 124.9 | (61.3) |
Other expense | ||||
Interest expense, net | (25.9) | (38) | (51.8) | (46.2) |
Other expense, net | (0.3) | (77.8) | (1.6) | (78.4) |
Total other expense | (26.2) | (115.8) | (53.4) | (124.6) |
Income (loss) before income taxes | 42.9 | (213.7) | 71.5 | (185.9) |
Provision for (benefit from) income taxes | 1.7 | (1.7) | 10.9 | 2.4 |
Net income (loss) | $ 41.2 | $ (212) | $ 60.6 | $ (188.3) |
Earnings (loss) per share: | ||||
Basic (USD per share) | $ 0.36 | $ (1.93) | $ 0.53 | $ (1.85) |
Diluted (USD per share) | $ 0.35 | $ (1.93) | $ 0.52 | $ (1.85) |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 114.7 | 109.6 | 114.4 | 102 |
Diluted (in shares) | 117 | 109.6 | 116.6 | 102 |
Net income (loss) | $ 41.2 | $ (212) | $ 60.6 | $ (188.3) |
Other comprehensive income (loss), net of tax: | ||||
Translation adjustment | 0.3 | 1.9 | (0.9) | 2.6 |
Unrealized actuarial loss on pension benefits | 0 | (0.1) | 0 | (0.1) |
Other comprehensive income (loss), net of tax | 0.3 | 1.8 | (0.9) | 2.5 |
Total comprehensive income (loss) | $ 41.5 | $ (210.2) | $ 59.7 | $ (185.8) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Apr. 02, 2017 | Apr. 03, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 60.6 | $ (188.3) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 115.8 | 93.7 |
Change in allowance for doubtful accounts | (0.4) | 0.8 |
Amortization of deferred financing costs | 5.6 | 4.6 |
Non-cash portion of debt extinguishment charge | 0 | 11 |
Loss on divestiture | 1.2 | 0 |
Loss on disposition or impairment of assets | 0 | 0.7 |
Deferred income taxes | (7.3) | 1.6 |
Charge for stock based compensation | 43.9 | 61.3 |
Change in assets and liabilities: | ||
Accounts receivable | 13.2 | 3 |
Inventories | (2.1) | 65 |
Other current assets | (16.6) | 1.4 |
Other assets | (11.4) | (6.7) |
Accounts payable | (1.1) | (55.4) |
Accrued liabilities | (5.5) | 10.7 |
Other long-term liabilities | 3.2 | 84.9 |
Net cash provided by operating activities | 199.1 | 88.3 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (26.5) | (23) |
Proceeds from the sale of short term investments | 0.1 | 0.3 |
Acquisitions and divestitures, net of cash acquired | (17) | (1,671.1) |
Net cash used in investing activities | (43.4) | (1,693.8) |
Cash flows from financing activities: | ||
Proceeds from debt | 235 | 2,925 |
Repayments of debt | (385.4) | (296.4) |
Payments of debt issuance costs | (1.2) | (50.9) |
Extinguishment of debt | 0 | (1,043) |
Payments for stock settled tax withholdings | (3.9) | (36.5) |
Proceeds from exercise of stock options | 1.5 | 4 |
Net cash (used in) provided by financing activities | (154) | 1,502.2 |
Net increase (decrease) in cash and cash equivalents | 1.7 | (103.3) |
Cash and cash equivalents at beginning of period | 189.5 | 256.4 |
Cash and cash equivalents at end of period | $ 191.2 | $ 153.1 |
Presentation of Financial Infor
Presentation of Financial Information | 6 Months Ended |
Apr. 02, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Presentation of Financial Information | Presentation of Financial Information The unaudited condensed consolidated financial statements include the accounts of Microsemi Corporation and its subsidiaries. Intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements are unaudited, but in the opinion of our management, include all adjustments (all of which are normal or recurring adjustments) necessary for a fair statement of the results of operations for the periods indicated. The results of operations for the most recently reported quarter and six months ended April 2, 2017 are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and Article 10 of SEC Regulation S-X, and therefore do not include all information and note disclosures necessary for a fair statement of our consolidated financial position, results of operations and cash flows in conformity with United States generally accepted accounting principles. The unaudited condensed consolidated financial statements and notes thereto must be read in their entirety in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended October 2, 2016 . The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, which require us to make estimates and assumptions that may materially affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ materially from those estimates. Information with respect to our accounting policies that we believe could have the most significant effect on our reported results and require subjective or complex judgments is contained in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 2, 2016 . In referencing a year, we are referring to the fiscal year ended on the Sunday closest to September 30. Except for per-share amounts, dollar amounts are presented in millions unless otherwise stated. Reclassifications Certain prior year amounts have been reclassified to conform to current year statement of cash flows presentation primarily due to the early adoption of the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments in fiscal year 2016. As a result, we have classified cash payments made during the second quarter of our fiscal year 2016 related to debt extinguishment amounting to approximately $61.3 million as cash flows used in financing activities. These payments were previously reported in our quarterly consolidated financial statements as cash flows used in operating activities. Earnings Per Share Basic earnings per share have been computed based upon the weighted-average number of common shares outstanding during the respective periods. Diluted earnings per share have been computed, when the result is dilutive, using the treasury stock method for stock awards outstanding during the respective periods. Earnings per share were calculated as follows: Quarter Ended Six Months Ended April 2, April 3, April 2, April 3, Basic Net income (loss) $ 41.2 $ (212.0 ) $ 60.6 $ (188.3 ) Weighted-average common shares outstanding 114.7 109.6 114.4 102.0 Basic earnings (loss) per share $ 0.36 $ (1.93 ) $ 0.53 $ (1.85 ) Diluted Net income (loss) $ 41.2 $ (212.0 ) $ 60.6 $ (188.3 ) Weighted-average common shares outstanding for basic 114.7 109.6 114.4 102.0 Dilutive effect of stock awards 2.3 — 2.2 — Weighted-average common shares outstanding on a diluted basis 117.0 109.6 116.6 102.0 Diluted earnings (loss) per share $ 0.35 $ (1.93 ) $ 0.52 $ (1.85 ) There were no stock awards excluded in the computation of diluted earnings per share for the quarter and six months ended April 2, 2017 . For the quarter and six months ended April 3, 2016 , all stock awards were excluded as we reported net losses in these periods. Recently Issued Accounting Standards In May 2014, the FASB issued ASU 2014-09 which provides guidance on how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and on accounting for costs to obtain or fulfill a contract with a customer. The ASU also requires expanded disclosure regarding the nature, amount, timing and uncertainty of revenue that is recognized. In July 2015, the FASB decided to delay the effective date of this ASU by one year. This ASU, as amended, will be effective for the Company beginning in the first quarter of fiscal 2019 and can be adopted either full retrospective or modified retrospective with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2018. We expect to adopt this ASU on a modified retrospective basis in the first quarter of fiscal 2019, and we are currently assessing the impact of this ASU on our consolidated financial statements. The FASB since issued additional updates of its new standard on revenue recognition issued in May 2014. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations, which clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing, which amends the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property. Finally, on December 2016, the FASB issued ASU 2016-20 which makes minor corrections or minor improvements to the codification that are not expected to have a significant effect on current accounting practice or create significant administrative costs to most entities. We are currently assessing the adoption and impact of these ASUs on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. This ASU will be effective for the Company beginning in the first quarter of fiscal 2020 on a modified retrospective basis. Early adoption is permitted. We are currently evaluating the impact of adopting the new lease standard on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-16 which simplifies the accounting for the income tax effects of intra-entity transfers and will require companies to recognize the income tax effects of intra-entity transfers of assets other than inventory when the transfer occurs. Previous guidance required companies to defer the income tax effects of intra-entity transfers of assets until the asset had been sold to an outside party or otherwise recognized. This ASU will be effective for the Company beginning in the first quarter of fiscal 2019. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the impact of this new guidance on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18 which requires entities to include in their cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. As a result, companies will no longer present transfers between cash and cash equivalents, and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We elected to early adopt this ASU and adoption did not impact our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, which modifies the goodwill impairment test and requires an entity to write down the carrying value of goodwill up to the amount by which the carrying amount of a reporting unit |
Inventories
Inventories | 6 Months Ended |
Apr. 02, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are summarized as follows: April 2, October 2, Raw materials $ 31.9 $ 32.8 Work in process 114.5 112.8 Finished goods 67.2 67.5 $ 213.6 $ 213.1 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Apr. 02, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill and intangible assets, net consisted of the following components: April 2, October 2, Amortizable intangible assets Completed technology $ 706.5 $ 572.6 Customer relationships 95.0 118.8 Backlog, trade name and other — 2.2 $ 801.5 $ 693.6 Non-amortizable intangible assets Goodwill $ 2,483.6 $ 2,479.4 In-process research and development $ 41.0 $ 241.0 A reconciliation of goodwill for the six months ended April 2, 2017 is as follows: Balance as of October 2, 2016 $ 2,479.4 Adjustments from prior acquisitions and divestitures 4.2 Balance as of April 2, 2017 $ 2,483.6 Amortization of intangible assets included in operating expenses is as follows: Quarter Ended Six Months Ended April 2, April 3, April 2, April 3, Completed technology $ 34.5 $ 30.3 $ 66.2 $ 44.6 Customer relationships 11.7 12.0 23.7 23.0 Backlog, trade name and other 0.3 3.0 2.2 3.1 $ 46.5 $ 45.3 $ 92.1 $ 70.7 Estimated amortization expense for amortizable intangible assets in each of the five succeeding years and thereafter is as follows: Less than 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Thereafter $ 178.9 $ 148.0 $ 134.8 $ 133.0 $ 117.9 $ 88.9 |
Income Taxes
Income Taxes | 6 Months Ended |
Apr. 02, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the quarter and six months ended April 2, 2017 , we recorded an income tax provision of $1.7 million and $10.9 million , respectively. For the quarter and six months ended April 3, 2016, we recorded an income tax benefit of $1.7 million and an income tax provision of $2.4 million , respectively. The difference in our effective tax rate from the U.S. statutory rate of 35% primarily reflects the impact of the mix of domestic and international pre-tax income, valuation allowance and credits. During the quarter and six months ended April 2, 2017 , our income tax provisions included the effects of a decrease in expense due to a change in the expected realizability of certain deferred tax liabilities, partially offset by changes in effective tax rates in certain foreign jurisdictions. Our tax benefits and provisions for the quarters and six months ended April 2, 2017 and April 3, 2016 , as applicable, were the combined calculated tax expenses, benefits and credits for various jurisdictions. We file U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. Fiscal years 2007 through 2015 generally remain subject to examination by federal and most state tax authorities and in significant foreign jurisdictions. Each quarter, we reassess our uncertain tax positions for additional unrecognized tax benefits, interest and penalties, and deletions due to statute expirations. Based on federal, state and foreign statute expirations in various jurisdictions, we anticipate a potential decrease in unrecognized tax benefits of approximately $17.9 million within the next twelve months. In December 2015, the U.S. government permanently reinstated the federal research and development tax credit retroactively to January 1, 2015. We are currently in a loss position for U.S. income tax purposes with a full valuation allowance; therefore, no benefit has been recognized for the quarter and six months ended April 2, 2017 . We establish liabilities for possible assessments by tax authorities resulting from known tax exposures including, but not limited to, international tax issues and certain tax credits. The Internal Revenue Service is currently examining our income tax returns for tax years 2007 through 2014 and the Canada Revenue Agency is currently examining income tax returns assumed from the PMC-Sierra, Inc. acquisition for tax years 2007 through 2014 . Both examinations primarily relate to transfer pricing matters. Management believes that our position is appropriate and that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with management's expectations, we would be required to adjust our provision for income tax in the period such resolution occurs. While we believe our reported results are appropriate, any significant adjustments could have a material adverse effect on our results of operations, cash flows and financial position if not resolved within management expectations. |
Debt
Debt | 6 Months Ended |
Apr. 02, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Agreement On January 25, 2017, we entered into an Increase Term Joinder No. 2 to our Credit Agreement with respect to an incremental term loan B facility in an aggregate principal amount of $235.0 million under our existing Credit Agreement, dated as of January 15, 2016 (as amended, the "Credit Agreement"), with Morgan Stanley Senior Funding, Inc. ( " MSSF " ), as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein (collectively, the “Lenders”). In addition, on January 25, 2017, we entered into Amendment No. 2 to the Credit Agreement. Amendment No. 2 provides for, among other things (i) new pricing terms for term loan B outstanding under the Credit Agreement, (ii) certain modifications to the restricted payments provisions and (iii) certain modifications to Microsemi’s ability to incur incremental debt. The proceeds of the incremental term loan B facility were used to repay outstanding balances on the revolving credit facility under the Credit Agreement (the "Revolving Facility"). The Credit Agreement also requires us to pay a commitment fee for the unused portion of the Revolving Facility, which will be a minimum of 0.25% and a maximum of 0.35% , depending on the Company’s consolidated net leverage ratio. Interest for Base Rate loans is calculated on the basis of a 365/366-day year and interest for LIBOR-based loans is calculated on the basis of a 360-day year. All principal amounts outstanding as of April 2, 2017 , Eurodollar Rate loans and interest rate information of the Credit Agreement were as follows: Principal Outstanding Base Rate Base Rate Margin Eurodollar Rate Margin Eurodollar Floor Applicable Rate Revolving Facility $ — 3.75 % 1.25 % 2.25 % — % 3.23 % Term Loan A Facility $ 778.1 3.75 % 1.25 % 2.25 % — % 3.23 % Term Loan B Facility $ 844.7 3.75 % 1.25 % 2.25 % — % 3.23 % The margin for borrowings under the term loan A facility and Revolving Facility vary depending upon our consolidated net leverage ratio. As of April 2, 2017 , the fair value of principal outstanding on the Credit Agreement was $1,629.0 million . We classify this valuation as a Level 2 fair value measurement. The obligations under the Credit Facilities are collateralized by a lien on substantially all of our personal property and material real property assets, subject in each case to certain customary exceptions. Debt issuance costs recorded as a reduction to principal outstanding in the condensed consolidated balance sheets were $41.1 million as of April 2, 2017 and $44.0 million as of October 2, 2016 . Our Credit Agreement contains financial covenants including a maximum consolidated net leverage ratio and minimum fixed charge coverage ratio and also contains other customary affirmative and negative covenants and events of default. We were in compliance with our covenants as of April 2, 2017 . Amendment to Credit Agreement On April 25, 2017, we entered into Amendment No. 3 to our Credit Agreement ("Amendment No. 3"). Amendment No. 3 provides for, among other things (i) new pricing terms for any revolving loans that may be outstanding from time to time under the Credit Agreement and (ii) new pricing terms for the term loan A facility. The new pricing terms do not vary depending on our consolidated net leverage ratio or any other financial maintenance covenant. Amendment No. 3 also fixes the commitment fee for the unused portion of the Revolving Facility at 0.25%. Immediately following the Amendment No. 3, the principal amounts outstanding, Eurodollar Rate loans and interest rate information under the Credit Agreement, were as follows: Principal Outstanding Base Rate Base Rate Margin Eurodollar Rate Margin Eurodollar Floor Applicable Rate Revolving Facility $ — 3.75 % 0.75 % 1.75 % — % 2.74 % Term Loan A Facility $ 778.1 3.75 % 0.75 % 1.75 % — % 2.74 % Term Loan B Facility $ 844.7 3.75 % 1.25 % 2.25 % — % 3.24 % Senior Unsecured Notes On January 15, 2016, we completed the sale of $450.0 million of our 9.125% senior unsecured notes due April 2023 (the " Notes " ) to qualified institutional buyers and pursuant to Regulation S in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The Notes were issued under an indenture, dated January 15, 2016, among Microsemi, the subsidiaries of Microsemi party thereto as note guarantors, and U.S. Bank National Association, as trustee (the " Indenture " ). As of April 2, 2017 , the fair value of principal outstanding on the Notes was $517.5 million . We classify this valuation as a Level 1 fair value measurement. The Notes accrue cash interest at a rate of 9.125% per year, payable semi-annually on April 15 and October 15 of each year. The Notes mature on April 15, 2023. We may redeem the Notes, and the holders of the Notes may require us to repurchase the Notes, prior to the date of maturity in certain circumstances pursuant to the terms and conditions of the Indenture. The Indenture contains customary affirmative and negative covenants and events of default. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Apr. 02, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Based Compensation In February 2016, our stockholders approved amendments to the Microsemi Corporation 2008 Performance Incentive Plan (the "2008 Plan"). The amendments a) increased the share limit by an additional approximately 4.8 million shares so that the amended aggregate share limit for the 2008 Plan is approximately 41.8 million shares; b) extended the term of the 2008 Plan to December 2, 2025; c) limited the grant date value of awards that may be granted to non-employee directors under the 2008 Plan during any one calendar year to $0.4 million (or $0.6 million as to any newly elected or appointed non-employee director or a non-employee director serving as chairman of the Board or lead independent director); and d) extended the Company's authority to grant awards under the 2008 Plan intended to qualify as "performance-based awards" within the meaning of Section 162(m) of the U.S. Internal Revenue Code through the first annual meeting of stockholders that occurs in 2021. For every one share issued in connection with a full value award (as defined in the 2008 Plan), 2.41 shares will be counted against the share limit. Except as described in this paragraph, shares that are subject to or underlie awards which expire or for any reason, are canceled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2008 Plan will again be available for subsequent awards under the 2008 Plan. Shares exchanged by a participant or withheld by the Company as full or partial payment in connection with any award granted under the 2008 Plan that is a full-value award, as well as any shares exchanged by a participant or withheld by the Company or one of its subsidiaries to satisfy the tax withholding obligations related to any full-value award granted under the 2008 Plan will be available for subsequent awards under the 2008 Plan. Shares exchanged by a participant or withheld by the Company to pay the exercise price of a stock option or stock appreciation right granted under the 2008 Plan, as well as any shares exchanged or withheld to satisfy the tax withholding obligations related to any such award, will not be available for subsequent awards under the 2008 Plan. Tax withholding obligations are established at the statutory minimum requirements for any shares exchanged or withheld. Awards authorized by the 2008 Plan include options, stock appreciation rights, restricted stock, stock bonuses, stock units, performance share awards, and other cash or share-based awards. The shares issued under the 2008 Plan may be newly issued or shares held by Microsemi as treasury stock. The maximum term of a stock option grant or a stock appreciation right granted under the 2008 Plan is 6 years . For the quarter and six months ended April 2, 2017 , stock-based compensation expense was $15.6 million and $43.9 million , respectively. For the quarter and six months ended April 3, 2016 , stock-based compensation expense was $24.4 million and $38.3 million , respectively. The quantity of restricted shares and performance stock units at target levels granted and their weighted-average fair value are as follows (quantity in millions): Six Months Ended Quantity Weighted-Average Fair Value per Award April 3, 2016 Restricted shares 1.2 $ 31.72 Restricted shares assumed from acquisition 1.9 $ 29.77 Performance stock units 0.3 $ 35.14 April 2, 2017 Restricted shares 1.1 $ 45.10 Performance stock units 0.2 $ 42.65 Restricted Shares Compensation expense for restricted shares was calculated based on the closing price of our common stock on the date of grant and the restricted shares are subject to forfeiture if a participant does not meet length of service requirements. Restricted stock awards granted to employees typically vest over a three -year period and awards granted to non-employee directors vest in accordance with our director compensation policy. Stock Units with Performance and Market Conditions Compensation expense for performance stock units with performance and market conditions was calculated based upon expected achievement of the performance metrics specified in the grant and the closing price of our common stock on the date of grant, or when a grant contains a market condition, the grant date fair value using a Monte Carlo simulation which incorporates estimates of the potential outcomes of the market condition on the fair value date of each award. Performance units with performance and market conditions are eligible to vest based on our rate of growth for net sales and earnings per share (subject to certain adjustments) relative to the growth rates for that metric over the relevant performance period for a peer group of companies. The performance period for each grant is over three fiscal years and portion of the performance units may vest based on performance after each fiscal year of the performance period. For the 2014 grants, 40% of each performance-based award opportunity is subject to the net sales metric for the performance period and 60% is subject to the earnings per share metric for the performance period. The maximum percentage for a particular metric is 200% of the "target" number of units subject to the award related to that metric. For the 2015 and 2016 grants, 70% of each performance-based award opportunity is subject to the net sales metric for the performance period and 30% is subject to the earnings per share metric for the performance period. The maximum percentage for a particular metric is 225% of the "target" number of units subject to the award related to that metric. The maximum percentage is further adjusted by our total shareholder return relative to a peer group selected by the Compensation Committee. For the 2014 grants, the maximum adjustment is 125% and for the 2015 and 2016 grants, the maximum adjustment is 120% . In July 2016, the Compensation Committee of the Board of Directors of the Company approved a long-term incentive equity award for our chief executive officer consisting of 1,000,000 restricted stock units ("RSUs") awarded under the Company’s 2008 Plan. Under the award agreement, the vesting of the RSUs is contingent on the Company’s stock price achieving specified levels during the five -year period after the date of grant of the award (the “performance period”) as follows: Stock Price Level Percentage of Total Award That Vests $50.00 25% $60.00 50% $70.00 25% For a stock price level to be considered achieved, the closing price of the Company’s common stock (together with any dividends paid on a share of the Company’s stock after the grant date of the award) must equal or exceed that level for a period of at least 20 consecutive trading days. A stock price level will also be considered achieved if, during the performance period, a change in control of the Company occurs after which the Company does not survive as a public company (a “Sale of the Company”) and the per-share price of the Company’s common stock in the Sale of the Company (together with any dividends paid on a share of the Company’s stock after the grant date of the award) equals or exceeds that level. In each case, the vesting of the award is subject to our chief executive officer's continued employment with the Company through the date the applicable stock price level is met. The first tranche of this award (corresponding to a stock price level of $50.00 per share for a period of 20 consecutive days) vested on December 9, 2016. The award is also eligible to vest in connection with certain “acceleration events” as described below. If, during the first year of the performance period, an acceleration event occurs and the award has not yet vested as to at least 160,000 RSUs, the award will accelerate on the event to the extent necessary so that 160,000 RSUs are vested on the event. If an acceleration event occurs during the performance period but after the first year of the performance period and the award has not yet vested as to at least 320,000 RSUs, the award will generally accelerate on the occurrence of the event to the extent necessary so that 320,000 RSUs are vested upon such event. If, however, an acceleration event occurs during the performance period but after the first year of the performance period, and the award has not yet vested as to at least 500,000 RSUs and the average closing price of the Company’s common stock for the period of 20 consecutive trading days ending with the date of the acceleration event (or, in the case of an acceleration event that is a Sale of the Company, the per-share sale price of the Company’s stock, and in each case together with any dividends paid on a share of the Company’s stock after the grant date) equals or exceeds $ 50.00 , the award will accelerate on occurrence of the event to the extent necessary so that 500,000 RSUs are vested upon such event. For these purposes, an “acceleration event” is either a change in control of the Company (whether or not the transaction constitutes a Sale of the Company) or a termination of our chief executive officer's employment by the Company without cause, by our chief executive officer for good reason or as a result of our chief executive officer's death or disability (as such terms are defined in the award agreement). In no event will the award vest as to more than 100% of the RSUs subject to the award (with the RSUs under the award being subject in each case to customary adjustments for stock splits and similar events). |
Segment Information
Segment Information | 6 Months Ended |
Apr. 02, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We manage our business on the basis of one reportable segment, as a manufacturer of semiconductors in different geographic areas, including the United States, Europe and Asia. We derive revenue from sales of our high-performance analog/mixed-signal integrated circuits and power and high-reliability individual component semiconductors. These products include individual components as well as integrated circuit solutions that enhance customer designs by improving performance, reliability and battery optimization, reducing size or protecting circuits. As a percentage of consolidated net sales, sales to customers with a ship-to location in Hong Kong totaled 17% and 18% for the quarter and six months ended April 2, 2017 , respectively and 19% and 17% for the quarter and six months ended April 3, 2016 , respectively. |
Restructuring and Severance Cha
Restructuring and Severance Charges | 6 Months Ended |
Apr. 02, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Severance Charges | Restructuring and Severance Charges The following table reflects restructuring activities and the accrued liabilities at the dates below: Employee Severance Contract Termination Costs Other Associated Costs Total Balance at October 2, 2016 $ 2.5 $ 4.6 $ 0.4 $ 7.5 Provisions 7.0 0.4 0.8 8.2 Cash expenditures (3.0 ) (1.5 ) (0.1 ) (4.6 ) Other non-cash settlement — 0.2 — 0.2 Balance at April 2, 2017 $ 6.5 $ 3.7 $ 1.1 $ 11.3 We recorded provisions for employee severance of $7.0 million for the six months ended April 2, 2017 . Employee severance covered individuals in engineering, manufacturing, administration and sales and is expected to be paid within the next twelve months . We recorded net provisions for contract termination costs of $0.4 million for the six months ended April 2, 2017 , primarily for the fair value at the cease-use date of operating lease liabilities for space we have exited. Facilities consisted of manufacturing sites, as well as sales, engineering and administrative space. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Apr. 02, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We are generally self-insured for losses and liabilities related to workers’ compensation and employer’s liability insurance. Accrued workers’ compensation liability was $1.4 million and $1.7 million at April 2, 2017 and October 2, 2016 , respectively. Our self-insurance accruals are based on estimates and, while we believe that the amounts accrued are adequate, the ultimate claims may be in excess of the amounts provided. We are involved in pending litigation, administrative and similar matters arising out of the normal conduct of our business, including litigation relating to acquisitions, employment matters, commercial transactions, contracts, environmental matters and matters related to compliance with governmental regulations. The ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance. In the opinion of management, the final outcome of these matters, if they are adverse, will not have a material adverse effect on our financial position, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability, financial impact or other sanctions imposed on us from these matters could differ materially from those projected. |
Presentation of Financial Inf15
Presentation of Financial Information (Policies) | 6 Months Ended |
Apr. 02, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share have been computed based upon the weighted-average number of common shares outstanding during the respective periods. Diluted earnings per share have been computed, when the result is dilutive, using the treasury stock method for stock awards outstanding during the respective periods. Earnings per share were calculated as follows: |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to current year statement of cash flows presentation primarily due to the early adoption of the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments in fiscal year 2016. As a result, we have classified cash payments made during the second quarter of our fiscal year 2016 related to debt extinguishment amounting to approximately $61.3 million as cash flows used in financing activities. These payments were previously reported in our quarterly consolidated financial statements as cash flows used in operating activities. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the FASB issued ASU 2014-09 which provides guidance on how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and on accounting for costs to obtain or fulfill a contract with a customer. The ASU also requires expanded disclosure regarding the nature, amount, timing and uncertainty of revenue that is recognized. In July 2015, the FASB decided to delay the effective date of this ASU by one year. This ASU, as amended, will be effective for the Company beginning in the first quarter of fiscal 2019 and can be adopted either full retrospective or modified retrospective with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2018. We expect to adopt this ASU on a modified retrospective basis in the first quarter of fiscal 2019, and we are currently assessing the impact of this ASU on our consolidated financial statements. The FASB since issued additional updates of its new standard on revenue recognition issued in May 2014. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations, which clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing, which amends the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property. Finally, on December 2016, the FASB issued ASU 2016-20 which makes minor corrections or minor improvements to the codification that are not expected to have a significant effect on current accounting practice or create significant administrative costs to most entities. We are currently assessing the adoption and impact of these ASUs on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. This ASU will be effective for the Company beginning in the first quarter of fiscal 2020 on a modified retrospective basis. Early adoption is permitted. We are currently evaluating the impact of adopting the new lease standard on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-16 which simplifies the accounting for the income tax effects of intra-entity transfers and will require companies to recognize the income tax effects of intra-entity transfers of assets other than inventory when the transfer occurs. Previous guidance required companies to defer the income tax effects of intra-entity transfers of assets until the asset had been sold to an outside party or otherwise recognized. This ASU will be effective for the Company beginning in the first quarter of fiscal 2019. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the impact of this new guidance on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18 which requires entities to include in their cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. As a result, companies will no longer present transfers between cash and cash equivalents, and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We elected to early adopt this ASU and adoption did not impact our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, which modifies the goodwill impairment test and requires an entity to write down the carrying value of goodwill up to the amount by which the carrying amount of a reporting unit |
Presentation of Financial Inf16
Presentation of Financial Information (Tables) | 6 Months Ended |
Apr. 02, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Earnings Per Share | Earnings per share were calculated as follows: Quarter Ended Six Months Ended April 2, April 3, April 2, April 3, Basic Net income (loss) $ 41.2 $ (212.0 ) $ 60.6 $ (188.3 ) Weighted-average common shares outstanding 114.7 109.6 114.4 102.0 Basic earnings (loss) per share $ 0.36 $ (1.93 ) $ 0.53 $ (1.85 ) Diluted Net income (loss) $ 41.2 $ (212.0 ) $ 60.6 $ (188.3 ) Weighted-average common shares outstanding for basic 114.7 109.6 114.4 102.0 Dilutive effect of stock awards 2.3 — 2.2 — Weighted-average common shares outstanding on a diluted basis 117.0 109.6 116.6 102.0 Diluted earnings (loss) per share $ 0.35 $ (1.93 ) $ 0.52 $ (1.85 ) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Apr. 02, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories are summarized as follows: April 2, October 2, Raw materials $ 31.9 $ 32.8 Work in process 114.5 112.8 Finished goods 67.2 67.5 $ 213.6 $ 213.1 |
Goodwill and Intangible Asset18
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Apr. 02, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets, net consisted of the following components: April 2, October 2, Amortizable intangible assets Completed technology $ 706.5 $ 572.6 Customer relationships 95.0 118.8 Backlog, trade name and other — 2.2 $ 801.5 $ 693.6 Non-amortizable intangible assets Goodwill $ 2,483.6 $ 2,479.4 In-process research and development $ 41.0 $ 241.0 |
Schedule of Goodwill | A reconciliation of goodwill for the six months ended April 2, 2017 is as follows: Balance as of October 2, 2016 $ 2,479.4 Adjustments from prior acquisitions and divestitures 4.2 Balance as of April 2, 2017 $ 2,483.6 |
Amortization of Intangible Assets | Amortization of intangible assets included in operating expenses is as follows: Quarter Ended Six Months Ended April 2, April 3, April 2, April 3, Completed technology $ 34.5 $ 30.3 $ 66.2 $ 44.6 Customer relationships 11.7 12.0 23.7 23.0 Backlog, trade name and other 0.3 3.0 2.2 3.1 $ 46.5 $ 45.3 $ 92.1 $ 70.7 |
Estimated Amortization Expense | Estimated amortization expense for amortizable intangible assets in each of the five succeeding years and thereafter is as follows: Less than 1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Thereafter $ 178.9 $ 148.0 $ 134.8 $ 133.0 $ 117.9 $ 88.9 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Apr. 02, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | On April 25, 2017, we entered into Amendment No. 3 to our Credit Agreement ("Amendment No. 3"). Amendment No. 3 provides for, among other things (i) new pricing terms for any revolving loans that may be outstanding from time to time under the Credit Agreement and (ii) new pricing terms for the term loan A facility. The new pricing terms do not vary depending on our consolidated net leverage ratio or any other financial maintenance covenant. Amendment No. 3 also fixes the commitment fee for the unused portion of the Revolving Facility at 0.25%. Immediately following the Amendment No. 3, the principal amounts outstanding, Eurodollar Rate loans and interest rate information under the Credit Agreement, were as follows: Principal Outstanding Base Rate Base Rate Margin Eurodollar Rate Margin Eurodollar Floor Applicable Rate Revolving Facility $ — 3.75 % 0.75 % 1.75 % — % 2.74 % Term Loan A Facility $ 778.1 3.75 % 0.75 % 1.75 % — % 2.74 % Term Loan B Facility $ 844.7 3.75 % 1.25 % 2.25 % — % 3.24 % All principal amounts outstanding as of April 2, 2017 , Eurodollar Rate loans and interest rate information of the Credit Agreement were as follows: Principal Outstanding Base Rate Base Rate Margin Eurodollar Rate Margin Eurodollar Floor Applicable Rate Revolving Facility $ — 3.75 % 1.25 % 2.25 % — % 3.23 % Term Loan A Facility $ 778.1 3.75 % 1.25 % 2.25 % — % 3.23 % Term Loan B Facility $ 844.7 3.75 % 1.25 % 2.25 % — % 3.23 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Apr. 02, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Shares and Performance Stock Units | The quantity of restricted shares and performance stock units at target levels granted and their weighted-average fair value are as follows (quantity in millions): Six Months Ended Quantity Weighted-Average Fair Value per Award April 3, 2016 Restricted shares 1.2 $ 31.72 Restricted shares assumed from acquisition 1.9 $ 29.77 Performance stock units 0.3 $ 35.14 April 2, 2017 Restricted shares 1.1 $ 45.10 Performance stock units 0.2 $ 42.65 |
Schedule Of Share-Based Compensation, Vesting And Performance Achievements | Under the award agreement, the vesting of the RSUs is contingent on the Company’s stock price achieving specified levels during the five -year period after the date of grant of the award (the “performance period”) as follows: Stock Price Level Percentage of Total Award That Vests $50.00 25% $60.00 50% $70.00 25% |
Restructuring and Severance C21
Restructuring and Severance Charges (Tables) | 6 Months Ended |
Apr. 02, 2017 | |
Restructuring and Related Activities [Abstract] | |
Reflects the restructuring activities and the accrued liabilities | The following table reflects restructuring activities and the accrued liabilities at the dates below: Employee Severance Contract Termination Costs Other Associated Costs Total Balance at October 2, 2016 $ 2.5 $ 4.6 $ 0.4 $ 7.5 Provisions 7.0 0.4 0.8 8.2 Cash expenditures (3.0 ) (1.5 ) (0.1 ) (4.6 ) Other non-cash settlement — 0.2 — 0.2 Balance at April 2, 2017 $ 6.5 $ 3.7 $ 1.1 $ 11.3 |
Presentation of Financial Inf22
Presentation of Financial Information - Earning Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 02, 2017 | Apr. 03, 2016 | Apr. 02, 2017 | Apr. 03, 2016 | |
BASIC | ||||
Net income (loss) | $ 41.2 | $ (212) | $ 60.6 | $ (188.3) |
Weighted-average common shares outstanding (in shares) | 114,700,000 | 109,600,000 | 114,400,000 | 102,000,000 |
Basic earnings (loss) per share (USD per share) | $ 0.36 | $ (1.93) | $ 0.53 | $ (1.85) |
DILUTED | ||||
Net income (loss) | $ 41.2 | $ (212) | $ 60.6 | $ (188.3) |
Weighted-average common shares outstanding (in shares) | 114,700,000 | 109,600,000 | 114,400,000 | 102,000,000 |
Dilutive effect of stock awards | 2,300,000 | 0 | 2,200,000 | 0 |
Weighted-average common shares outstanding on a diluted basis (in shares) | 117,000,000 | 109,600,000 | 116,600,000 | 102,000,000 |
Diluted earnings per share (USD per share) | $ 0.35 | $ (1.93) | $ 0.52 | $ (1.85) |
Stock awards excluded in computation of diluted EPS | 0 |
Presentation of Financial Inf23
Presentation of Financial Information - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Apr. 03, 2016 | Apr. 02, 2017 | Apr. 03, 2016 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Operating activities in cash flows | $ 199.1 | $ 88.3 | |
Financing activities in cash flows | $ (154) | $ 1,502.2 | |
Adjustments for New Accounting Principle, Early Adoption | Accounting Standards Update 2016-15 | |||
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Operating activities in cash flows | $ (61.3) | ||
Financing activities in cash flows | $ 61.3 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Apr. 02, 2017 | Oct. 02, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 31.9 | $ 32.8 |
Work in process | 114.5 | 112.8 |
Finished goods | 67.2 | 67.5 |
Inventories, net | $ 213.6 | $ 213.1 |
Goodwill and Intangible Asset25
Goodwill and Intangible Assets, Net - Components and Reconciliation of Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Apr. 02, 2017 | Apr. 03, 2016 | Apr. 02, 2017 | Apr. 03, 2016 | Apr. 02, 2017 | Oct. 02, 2016 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Amortizable intangible assets | $ 801.5 | $ 693.6 | ||||
Goodwill | $ 2,483.6 | $ 2,479.4 | 2,483.6 | 2,479.4 | ||
Goodwill [Roll Forward] | ||||||
Balance as of October 2, 2016 | 2,479.4 | |||||
Adjustments from prior acquisitions and divestitures | 4.2 | |||||
Balance as of April 2, 2017 | 2,483.6 | 2,483.6 | ||||
Amortization of intangible assets | 46.5 | $ 45.3 | 92.1 | $ 70.7 | ||
Completed technology | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Amortizable intangible assets | 706.5 | 572.6 | ||||
Goodwill [Roll Forward] | ||||||
Amortization of intangible assets | 34.5 | 30.3 | 66.2 | 44.6 | ||
Customer relationships | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Amortizable intangible assets | 95 | 118.8 | ||||
Goodwill [Roll Forward] | ||||||
Amortization of intangible assets | 11.7 | 12 | 23.7 | 23 | ||
Backlog, trade name and other | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Amortizable intangible assets | 0 | 2.2 | ||||
Goodwill [Roll Forward] | ||||||
Amortization of intangible assets | $ 0.3 | $ 3 | $ 2.2 | $ 3.1 | ||
In-process research and development | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Non-amortizable intangible assets | $ 41 | $ 241 |
Goodwill and Intangible Asset26
Goodwill and Intangible Assets, Net - Estimated Amortization Expense (Details) $ in Millions | Apr. 02, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense, Less than 1 Year | $ 178.9 |
Amortization expense, 1-2 Years | 148 |
Amortization expense, 2-3 Years | 134.8 |
Amortization expense, 3-4 Years | 133 |
Amortization expense, 4-5 Years | 117.9 |
Amortization expense, Thereafter | $ 88.9 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 02, 2017 | Apr. 03, 2016 | Apr. 02, 2017 | Apr. 03, 2016 | |
Income Taxes [Line Items] | ||||
Provision for (benefit from) income taxes | $ 1.7 | $ (1.7) | $ 10.9 | $ 2.4 |
U.S. statutory rate | 35.00% | |||
Unrecognized tax benefit that would impact effective tax rate within next twelve months | $ 17.9 | $ 17.9 | ||
Minimum | Internal Revenue Service (IRS) | ||||
Income Taxes [Line Items] | ||||
Open tax years by major tax jurisdiction | 2,007 | |||
Maximum | Internal Revenue Service (IRS) | ||||
Income Taxes [Line Items] | ||||
Open tax years by major tax jurisdiction | 2,015 |
Debt (Details)
Debt (Details) - USD ($) | Apr. 25, 2017 | Jan. 25, 2017 | Apr. 03, 2016 | Apr. 02, 2017 | Oct. 02, 2016 | Jan. 15, 2016 |
Line of Credit Facility [Line Items] | ||||||
Principal Outstanding | $ 1,629,000,000 | |||||
Debt issuance cost | $ 41,100,000 | $ 44,000,000 | ||||
Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||
Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.35% | |||||
Revolving Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Principal Outstanding | $ 0 | |||||
Applicable Rate | 3.23% | |||||
Revolving Facility | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Base Rate | 3.75% | |||||
Rate Margins | 1.25% | |||||
Revolving Facility | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 2.25% | |||||
Eurodollar Floor | 0.00% | |||||
Revolving Facility | Subsequent event | ||||||
Line of Credit Facility [Line Items] | ||||||
Principal Outstanding | $ 0 | |||||
Applicable Rate | 2.74% | |||||
Revolving Facility | Subsequent event | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Base Rate | 3.75% | |||||
Rate Margins | 0.75% | |||||
Revolving Facility | Subsequent event | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 1.75% | |||||
Eurodollar Floor | 0.00% | |||||
Term Loan A Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Principal Outstanding | $ 778,100,000 | |||||
Applicable Rate | 3.23% | |||||
Term Loan A Facility | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Base Rate | 3.75% | |||||
Rate Margins | 1.25% | |||||
Term Loan A Facility | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 2.25% | |||||
Eurodollar Floor | 0.00% | |||||
Term Loan A Facility | Subsequent event | ||||||
Line of Credit Facility [Line Items] | ||||||
Principal Outstanding | $ 778,100,000 | |||||
Applicable Rate | 2.74% | |||||
Term Loan A Facility | Subsequent event | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Base Rate | 3.75% | |||||
Rate Margins | 0.75% | |||||
Term Loan A Facility | Subsequent event | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 1.75% | |||||
Eurodollar Floor | 0.00% | |||||
Term Loan B Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Principal Outstanding | $ 844,700,000 | |||||
Applicable Rate | 3.23% | |||||
Term Loan B Facility | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Base Rate | 3.75% | |||||
Rate Margins | 1.25% | |||||
Term Loan B Facility | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 2.25% | |||||
Eurodollar Floor | 0.00% | |||||
Term Loan B Facility | Subsequent event | ||||||
Line of Credit Facility [Line Items] | ||||||
Principal Outstanding | $ 844,700,000 | |||||
Applicable Rate | 3.24% | |||||
Term Loan B Facility | Subsequent event | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Base Rate | 3.75% | |||||
Rate Margins | 1.25% | |||||
Term Loan B Facility | Subsequent event | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Rate Margins | 2.25% | |||||
Eurodollar Floor | 0.00% | |||||
Term Loan B Facility | Term Loan B Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Increase in credit agreement | $ 235,000,000 | |||||
Unsecured note | ||||||
Line of Credit Facility [Line Items] | ||||||
Base Rate | 9.125% | |||||
Senior unsecured notes sold, face amount | $ 450,000,000 | |||||
Fair value of principal outstanding | $ 517,500,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2016$ / sharesshares | Feb. 28, 2016USD ($)shares | Apr. 02, 2017USD ($) | Apr. 03, 2016USD ($) | Apr. 02, 2017USD ($) | Apr. 03, 2016USD ($) | Sep. 27, 2015 | Sep. 28, 2014 | |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 15,600,000 | $ 24,400,000 | $ 43,900,000 | $ 38,300,000 | ||||
Restricted shares | ||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Performance stock units | ||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Vesting percentage relative to net sales | 70.00% | 70.00% | 40.00% | |||||
Vesting percentage relative to earnings per share | 30.00% | 30.00% | 60.00% | |||||
Performance based compensation percentage, target based | 225.00% | 225.00% | 200.00% | |||||
Performance based compensation, peer group based | 120.00% | 120.00% | 125.00% | |||||
Stock Option Plan 2008 | ||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||
Additional shares to the shares limit in common stock | 4,800,000 | |||||||
Shares limit in common stock | 41,800,000 | |||||||
Full value award of shares issued for every one share | 2.41 | |||||||
Maximum term of a stock option grant or a stock appreciation right grant | 6 years | |||||||
Stock Option Plan 2008 | Director, non-employee | ||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||
Limit of grant date value of award to be granted | $ | $ 400,000 | |||||||
Stock Option Plan 2008 | Board of Directors Chairman, non-employee | ||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||
Limit of grant date value of award to be granted | $ | $ 600,000 | |||||||
2008 Performance Incentive Plan | Restricted Stock Units (RSUs) | ||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||
Vesting period | 5 years | |||||||
Number of shares authorized | 1,000,000 | |||||||
Threshold number of trading days | 20 days | |||||||
Percentage of total award that vests | 100.00% | |||||||
2008 Performance Incentive Plan | Restricted Stock Units (RSUs) | Performance Level One | ||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||
Accelerated vesting, number of units | 160,000 | |||||||
Stock price level | $ / shares | $ 50 | |||||||
Percentage of total award that vests | 25.00% | |||||||
2008 Performance Incentive Plan | Restricted Stock Units (RSUs) | Performance Level Two | ||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||
Accelerated vesting, number of units | 320,000 | |||||||
Stock price level | $ / shares | $ 60 | |||||||
Percentage of total award that vests | 50.00% | |||||||
2008 Performance Incentive Plan | Restricted Stock Units (RSUs) | Performance Level Three | ||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||
Accelerated vesting, number of units | 500,000 | |||||||
Stock price level | $ / shares | $ 70 | |||||||
Percentage of total award that vests | 25.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Shares and Performance Stock Units (Details) - $ / shares shares in Millions | Apr. 02, 2017 | Oct. 02, 2016 | Apr. 03, 2016 |
Restricted shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Quantity | 1.1 | 1.2 | |
Weighted average fair value per award (USD per award) | $ 45.10 | $ 31.72 | |
Restricted shares assumed from acquisition | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Quantity | 1.9 | ||
Weighted average fair value per award (USD per award) | $ 29.77 | ||
Performance stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Quantity | 0.2 | 0.3 | |
Weighted average fair value per award (USD per award) | $ 42.65 | $ 35.14 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Incentive Plan Vesting Levels (Details) - 2008 Performance Incentive Plan - Restricted Stock Units (RSUs) | 1 Months Ended |
Jul. 31, 2016$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of Total Award That Vests | 100.00% |
Performance Level One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price Level | $ 50 |
Percentage of Total Award That Vests | 25.00% |
Performance Level Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price Level | $ 60 |
Percentage of Total Award That Vests | 50.00% |
Performance Level Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Price Level | $ 70 |
Percentage of Total Award That Vests | 25.00% |
Segment Information (Details)
Segment Information (Details) - segment | 3 Months Ended | 6 Months Ended | ||
Apr. 02, 2017 | Apr. 03, 2016 | Apr. 02, 2017 | Apr. 03, 2016 | |
Segment Reporting [Abstract] | ||||
Number of segments | 1 | |||
Geographic concentration risk | Sales revenue, net | Hong Kong | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 17.00% | 19.00% | 18.00% | 17.00% |
Restructuring and Severance C33
Restructuring and Severance Charges - Restructuring Activities and Accrued Liabilities (Details) $ in Millions | 6 Months Ended |
Apr. 02, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | $ 7.5 |
Provisions | 8.2 |
Cash expenditures | (4.6) |
Other non-cash settlement | (0.2) |
Ending Balance | 11.3 |
Employee Severance | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 2.5 |
Provisions | 7 |
Cash expenditures | (3) |
Other non-cash settlement | 0 |
Ending Balance | 6.5 |
Contract Termination Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 4.6 |
Provisions | 0.4 |
Cash expenditures | (1.5) |
Other non-cash settlement | (0.2) |
Ending Balance | 3.7 |
Other Associated Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0.4 |
Provisions | 0.8 |
Cash expenditures | (0.1) |
Other non-cash settlement | 0 |
Ending Balance | $ 1.1 |
Restructuring and Severance C34
Restructuring and Severance Charges - Additional Information (Details) $ in Millions | 6 Months Ended |
Apr. 02, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Net provisions for restructuring costs | $ 8.2 |
Employee Severance | |
Restructuring Cost and Reserve [Line Items] | |
Net provisions for restructuring costs | 7 |
Contract Termination Costs | |
Restructuring Cost and Reserve [Line Items] | |
Net provisions for restructuring costs | $ 0.4 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Apr. 02, 2017 | Oct. 02, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued workers' compensation liabilities | $ 1.4 | $ 1.7 |