Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 01, 2017 | Nov. 09, 2017 | Mar. 31, 2017 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Oct. 1, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MSCC | ||
Entity Registrant Name | MICROSEMI CORP | ||
Entity Central Index Key | 310,568 | ||
Current Fiscal Year End Date | --10-01 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 117,594,115 | ||
Entity Public Float | $ 5,950,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Oct. 01, 2017 | Oct. 02, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 144.9 | $ 189.5 |
Accounts receivable, net of allowances of $43.8 at October 1, 2017 and $41.7 at October 2, 2016 | 267.9 | 245.2 |
Inventories | 239.1 | 213.1 |
Disposal Group, Including Discontinued Operation, Assets, Current | 0 | 13.9 |
Other current assets | 75 | 73.2 |
Total current assets | 726.9 | 734.9 |
Property and equipment, net | 197.6 | 174.9 |
Goodwill | 2,497.3 | 2,479.4 |
Intangible assets, net | 752.3 | 934.6 |
Deferred income taxes, net | 67.2 | 37.3 |
Other assets | 81.8 | 61.9 |
TOTAL ASSETS | 4,323.1 | 4,423 |
Current liabilities: | ||
Accounts payable | 164.9 | 112.8 |
Accrued liabilities | 153.4 | 166.1 |
Current maturity of credit facility | 61.1 | 40.7 |
Total current liabilities | 379.4 | 319.6 |
Credit facility | 1,735.6 | 2,138.5 |
Deferred income taxes | 103.8 | 120.2 |
Other long-term liabilities | 110 | 115.8 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Preferred stock, $1.00 par value; authorized 1.0 shares; none issued | 0 | 0 |
Common stock, $0.20 par value; 250.0 authorized, 116.3 issued and outstanding at October 1, 2017 and 113.6 issued and outstanding at October 2, 2016 | 23.3 | 22.7 |
Capital in excess of par value of common stock | 1,443.7 | 1,357.8 |
Retained earnings | 526.9 | 350.6 |
Accumulated other comprehensive income (loss) | 0.4 | (2.2) |
Total stockholders' equity | 1,994.3 | 1,728.9 |
Total liabilities and stockholders' equity | $ 4,323.1 | $ 4,423 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Oct. 01, 2017 | Oct. 02, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 43.8 | $ 41.7 |
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, authorized | 1,000 | 1,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $ 0.20 | $ 0.20 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 116,300,000 | 113,600,000 |
Common stock, outstanding | 116,300,000 | 113,600,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Income Statement [Abstract] | |||
Net sales | $ 1,811.8 | $ 1,655 | $ 1,245.6 |
Cost of sales | 654.3 | 717.9 | 561.3 |
Gross profit | 1,157.5 | 937.1 | 684.3 |
Operating expenses: | |||
Selling, general and administrative | 330.7 | 352.4 | 249.5 |
Research and development costs | 341.6 | 309.1 | 200.3 |
Amortization of intangible assets | 191.7 | 161.2 | 96.5 |
Restructuring and severance charges | 23.2 | 60.7 | 15.4 |
Total operating expenses | 887.2 | 883.4 | 561.7 |
Operating income | 270.3 | 53.7 | 122.6 |
Interest Income (Expense), Net | (97.7) | (120.1) | (27.3) |
Other income (expenses): | |||
Other, net | (36.5) | 41 | 1.6 |
Total other expense | (134.2) | (79.1) | (25.7) |
Income (loss) before income taxes | 136.1 | (25.4) | 96.9 |
Income Tax Expense (Benefit) | (40.2) | 7.2 | 12.3 |
Net income (loss) | $ 176.3 | $ (32.6) | $ 84.6 |
Earnings (loss) per share: | |||
Basic | $ 1.54 | $ (0.31) | $ 0.90 |
Diluted | $ 1.51 | $ (0.31) | $ 0.88 |
Weighted-average common shares outstanding: | |||
Basic | 114.9 | 107 | 94.2 |
Diluted | 117.1 | 107 | 95.9 |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Translation adjustment | $ 2.7 | $ 4.8 | $ (1.6) |
Unrealized actuarial loss on pension benefits | (0.1) | (3.9) | (0.3) |
Other comprehensive income (loss) | 2.6 | 0.9 | (1.9) |
Total comprehensive income (loss) | $ 178.9 | $ (31.7) | $ 82.7 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Capital in Excess of Par value of Common Stock | Retained Earnings | Accumulated Other Comprehensive Income |
Balance (in shares) at Sep. 28, 2014 | 95.6 | ||||
Balance at Sep. 28, 2014 | $ 1,115.6 | $ 19.1 | $ 799.1 | $ 298.6 | $ (1.2) |
Proceeds from exercise of stock options (in shares) | 2.1 | ||||
Proceeds from exercise of stock options | 48.4 | $ 0.4 | 48 | ||
Tax withholding on restricted stock units | (18.1) | (18.1) | |||
Grants and cancellations of restricted share awards (in shares) | 0.1 | ||||
Grants and cancellations of restricted share awards | 0 | $ 0 | 0 | ||
Issuance of stock related to acquisition | 3.8 | 3.8 | |||
Stock-based compensation expense | 49.8 | ||||
Stock-based compensation | 49.8 | ||||
Other comprehensive income, net of tax | (1.9) | (1.9) | |||
Repurchase of outstanding common stock (in shares) | (2.7) | ||||
Repurchase of outstanding common stock | (75) | $ (0.5) | (74.5) | ||
Net income | 84.6 | 84.6 | |||
Balance (in shares) at Sep. 27, 2015 | 95.1 | ||||
Balance at Sep. 27, 2015 | 1,207.2 | $ 19 | 808.1 | 383.2 | (3.1) |
Proceeds from exercise of stock options (in shares) | 2.2 | ||||
Proceeds from exercise of stock options | 4.6 | $ 0.4 | 4.2 | ||
Shares Paid for Tax Withholding for Share Based Compensation | (1.2) | ||||
Tax withholding on restricted stock units | (42.5) | $ (0.2) | (42.3) | ||
Grants and cancellations of restricted share awards (in shares) | 0.8 | ||||
Grants and cancellations of restricted share awards | 0 | $ 0.2 | (0.2) | ||
Issuance of stock related to acquisition (in shares) | 15.8 | ||||
Issuance of stock related to acquisition | 474.5 | $ 3.2 | 471.3 | ||
Issuance of stock awards related to acquisition (in shares) | 0.1 | ||||
Issuance of stock awards related to acquisition | 15.7 | $ 0 | 15.7 | ||
Stock-based compensation expense | 101 | ||||
Stock-based compensation | 101.1 | ||||
Other comprehensive income, net of tax | 0.9 | 0.9 | |||
Stock-based compensation expense | 0.8 | ||||
Stock-based compensation expense | $ 0.1 | ||||
Net income | (32.6) | (32.6) | |||
Balance (in shares) at Oct. 02, 2016 | 113.6 | ||||
Balance at Oct. 02, 2016 | 1,728.9 | $ 22.7 | 1,357.8 | 350.6 | (2.2) |
Proceeds from exercise of stock options (in shares) | 2.8 | ||||
Proceeds from exercise of stock options | 2.4 | $ 0.6 | 1.8 | ||
Shares Paid for Tax Withholding for Share Based Compensation | 0.1 | ||||
Tax withholding on restricted stock units | (4.9) | $ 0 | (4.9) | ||
Stock-based compensation expense | 89 | 89 | |||
Stock-based compensation | 89 | ||||
Other comprehensive income, net of tax | 2.6 | 2.6 | |||
Stock-based compensation expense | 0 | ||||
Stock-based compensation expense | $ 0 | ||||
Net income | 176.3 | ||||
Balance (in shares) at Oct. 01, 2017 | 116.3 | ||||
Balance at Oct. 01, 2017 | $ 1,994.3 | $ 23.3 | $ 1,443.7 | $ 526.9 | $ 0.4 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 176.3 | $ (32.6) | $ 84.6 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation expense | 48.7 | 46.1 | 36.2 |
Amortization of intangible assets | 191.7 | 161.2 | 96.5 |
Change in allowance for doubtful accounts | (0.2) | 0.7 | (0.2) |
Amortization of deferred financing cost | 13.3 | 33.1 | 1.6 |
Loss (gain) on divestitures | 1.2 | (125.5) | 0 |
Loss (gain) on disposition or impairment of assets | (2.7) | 1.6 | (1.1) |
Deferred income taxes | 31 | (32.6) | (8) |
Valuation allowance on net deferred income taxes | (77.2) | 35.3 | 13.3 |
Charge for stock-based compensation | 89 | 101.1 | 49.8 |
Change in assets and liabilities (net of acquisitions): | |||
Accounts receivable | (20.2) | (22.1) | 13.8 |
Inventories | (17.6) | 80.2 | 11.1 |
Other current assets | 8.7 | (20.3) | (2.5) |
Other assets | (19.8) | 2.2 | (7.6) |
Accounts payable | 47.2 | (35.8) | (2.9) |
Accrued liabilities | (2.7) | (7.7) | (12.9) |
Other long-term liabilities | 8 | 89.7 | (2.4) |
Net cash provided by operating activities | 474.7 | 274.6 | 269.3 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (54.7) | (48.8) | (44.1) |
Proceeds from sale of short term investments | 0.1 | 0.4 | 0.6 |
Proceeds from the divestiture or sale of assets | (1.8) | 321 | 0 |
Proceeds from the sale of investment | 4 | 0 | 4.2 |
Payments for acquisitions, net of cash acquired | (42) | (1,686.8) | (363.9) |
Net cash used in investing activities | (94.4) | (1,414.2) | (403.2) |
Cash flows from financing activities: | |||
Repayments of credit facility | (826.5) | (1,132.4) | (142.7) |
Credit facility issuance costs | (1.7) | (53.8) | (8.7) |
Proceeds from credit facility | 435 | 3,494.3 | 425 |
Extinguishment of debt | (29.2) | (1,198.1) | 0 |
Payments for Repurchase of Common Stock | 0 | 0 | (75) |
Stock settled tax withholdings | 4.9 | 42.4 | 18.1 |
Exercise proceeds from stock awards | 2.4 | 5.1 | 47.6 |
Net cash (used in) provided by financing activities | (424.9) | 1,072.7 | 228.1 |
Net increase (decrease) in cash and cash equivalents | (44.6) | (66.9) | 94.2 |
Cash and cash equivalents at beginning of year | 189.5 | 256.4 | 162.2 |
Cash and cash equivalents at end of year | 144.9 | 189.5 | 256.4 |
Supplemental disclosure of cash flow information Cash paid during the year for: | |||
Interest | 104.9 | 89.1 | 27.4 |
Income taxes | $ 6.9 | $ 11.2 | $ 3.3 |
Description of business and sum
Description of business and summary of significant accounting policies | 12 Months Ended |
Oct. 01, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of business and summary of significant accounting policies | Note 1 Description of business and summary of significant accounting policies Description of Business We are a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. We offer a comprehensive portfolio of semiconductor and system solutions for aerospace & defense, communications, data center and industrial markets. Products include high-performance and radiation-hardened analog mixed-signal ICs, FPGAs, SoCs and ASICs; power management products; timing and synchronization devices and precise time solutions, setting the world's standard for time; voice processing devices; RF solutions; discrete components; enterprise storage and communication solutions; security technologies and scalable anti-tamper products; Ethernet solutions; Power-over-Ethernet ICs and midspans; as well as custom design capabilities and services. The principal end markets that we serve include Aerospace & Defense, Communications, Data Center, and Industrial. Today, Microsemi products are found in applications such as: communications infrastructure systems, both wireless and wired LAN systems, implantable pacemakers and defibrillators, radar systems, military and commercial satellites and aircraft, and enterprise storage and hyperscale data centers. Fiscal Year We report results of operations on the basis of fifty-two and fifty-three week periods. The fiscal years ended on October 1, 2017 and September 27, 2015 consisted of fifty-two weeks and the fiscal year ended on October 2, 2016 , consisted of fifty-three weeks. In referencing a year, we are referring to the fiscal year ended on the Sunday closest to September 30. Principles of Consolidation and Presentation of Financial Information The consolidated financial statements include the accounts of Microsemi and our subsidiaries. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified to conform to current year presentation. Cash and Cash Equivalents We consider all short-term, highly liquid investments with an original maturity of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The accounts receivable amount shown in the balance sheet are trade accounts receivable balances at the respective dates, net of allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based in part on our historical write-off experience and specific review of account balances due. Past due balances are reviewed individually for collectability. All other balances are reviewed on a pooled basis by the age of the receivable. Account balances are charged off against the allowance when we determine it is probable the receivable will not be recovered. We review our allowance for doubtful accounts quarterly. We do not have any off-balance-sheet credit exposure related to our customers. To date, our allowance for doubtful accounts has generally been within management’s estimates. Inventories Inventories are stated at the lower of cost, as determined using the first-in, first-out method, or market. Costs include materials, labor and manufacturing overhead. We evaluate the carrying value of our inventories taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price we expect to obtain for our products in their respective markets. We also evaluate the composition of our inventories to identify any slow-moving, excess or obsolete products. Additionally, inventory write-downs are made based upon such judgments for any inventories that are identified as having a net realizable value less than their cost, which is further reduced by related selling expenses. The net realizable value of our inventories for ongoing operations has generally been within management’s estimates. We have recorded inventory write-downs for discontinued product lines that did not meet gross margin targets, products that are being migrated to newer generations, products that service the large capital spending end markets for which demand has declined, and products related to facility closures. Fair Value of Financial Assets and Liabilities Accounting Standards Codification ("ASC") 825 permits entities to elect the fair value option for certain financial assets and financial liabilities. For financial assets or financial liabilities for which an entity elects the fair value option, ASC 825 requires the entity record the financial asset or financial liability at fair value rather than at historical cost with changes in fair value recorded in the income statement. ASC 825-25 requires upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a hierarchy for ranking the quality and reliability of the information used to determine fair values and includes the following classifications: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The following financial assets and liabilities were measured at fair value on a recurring basis using the type of inputs indicated below and are as follows (amounts in millions): Fair Value Measurements Using: Total Level 1 Inputs Level 2 Inputs Level 3 Inputs October 1, 2017 Investment in marketable securities $ 1.3 $ 1.3 $ — $ — October 2, 2016 Investment in marketable securities $ 1.3 $ 1.3 $ — $ — Property and Equipment Property and equipment are stated at lower of cost or realizable values. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease terms or the estimated useful lives. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. Long-Lived Assets We assess the impairment of long-lived assets whenever events or changes in circumstances indicate their carrying value may not be recoverable from the undiscounted estimated future cash flows expected to result from their use. We are required to make judgments and assumptions in identifying those events or changes in circumstances that may trigger impairment. Some of the factors we consider include: • Significant decrease in the market value of an asset. • Significant changes in the extent or manner for which the asset is being used or in its physical condition including manufacturing plant closures. • A significant change, delay or departure in our business strategy related to the asset. • Significant negative changes in the business climate, industry or economic conditions. • Current period operating losses or negative cash flow combined with a history of similar losses or a forecast indicates continuing losses associated with the use of an asset. If events or circumstances indicate the carrying amount of a long-lived asset or asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying value, an impairment loss equal to the excess of the carrying value of the assets within the asset group over their fair value is recorded. The appropriate asset group is determined based on the lowest level of largely independent cash inflows and outflows for the related assets. Depending on the nature of the primary assets in the asset group, fair value is estimated using one of several approaches including replacement cost, appraised values, market quotes or estimated expected future cash flows using a discount rate commensurate with the risk involved. Goodwill and Intangible Assets We account for goodwill on an impairment-only approach and amortize intangible assets with definite useful lives over the benefit period, which approximates straight-line expense over the respective useful lives. We assess qualitative factors to determine whether it is more likely than not an indefinite-lived intangible asset such as goodwill is impaired as the basis for determining whether a quantitative impairment test is required. We assess definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be fully recoverable. Whenever we determine there has been an impairment of goodwill or other intangible assets with indefinite lives, we will record an impairment charge against earnings. We operate as one reporting unit and an impairment charge would equal the excess of the carrying value of goodwill in our one reporting unit over its then fair value. The identification of intangible assets and determination of the fair value and useful lives are subjective in nature and often involve the use of significant estimates and assumptions. The judgments made in determining the estimated useful lives assigned to each class of assets can significantly affect net income. We completed our most recent qualitative analysis during the fourth quarter of 2017 and noted no significant factors existed during the fiscal year to indicate it was more likely than not the fair value of the reporting unit is less than its carrying amount. Business Combinations The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities, and intangible assets acquired, including IPR&D, based on their estimated fair values. Purchase price allocations for business acquisitions require significant judgments, particularly with regards to the determination of value of identifiable assets, liabilities, and goodwill. Often third party specialists are used to assist in area of valuation requiring complex estimation. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When a project underlying reported IPR&D is completed, the corresponding amount of IPR&D is reclassified as an amortizable purchased intangible asset and is amortized over the asset’s estimated useful life. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Revenue Recognition, Sales Returns and Allowances We primarily recognize revenue from customers, including distributors, when title and risk of loss have passed to the customer provided that: 1) evidence of an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. For substantially all product sales, revenue is recognized, net of estimated returns and discounts, at the time the product is shipped. We enter into distribution agreements that permit rights to limited stock rotations, returns, price protection, and volume purchase and other discounts. We provide an estimated allowance for these rights and record a corresponding reduction in revenue. Our estimated allowance is based on several factors including past history and notification from customers of pending activity. Actual activity under such rights have been within management’s expectations. We also derive a portion of our revenue from fixed-price contracts. Revenue for these contracts is recorded under a percentage of completion method, which is based on the ratio of total costs incurred to date to estimated total costs at completion. Actual costs have been within management’s expectations. Gross profit expected to be realized on fixed-price contracts is based on periodic estimates of total revenues and costs for each contract. Losses on contracts are accrued when estimated total costs are expected to exceed total revenues. Occasionally, we will enter into contracts on a cost plus fee basis. We recognize revenue based on reimbursements for actual expenses plus the contractually agreed upon fee with the customer. Research and Development We expense the cost of research and development as incurred. Research and development expenses principally comprise payroll and related costs, supplies, and the cost of prototypes. Restructuring Charges We recognize a liability for restructuring costs when the liability is incurred. The restructuring accruals are based upon management estimates at the time they are recorded and can change depending upon changes in facts and circumstances subsequent to the date the original liability is recorded. The main components of our restructuring charges are workforce reductions and impairments of excess capacity on facilities and contracts. Workforce-related charges are accrued when it is determined a liability exists, which is generally when individuals have been notified of their expected termination dates and expected severance payments and when formal severance plans exist, when the severance payments are probable and reasonably estimable. The impairments of excess capacity on facilities and contracts results in charges for termination fees, future contractual commitments to pay lease charges net of estimated sublease income, facility remediation costs and moving costs to remove property and equipment from the facilities. We recognize charges for on leased facilities when we have vacated the premises or ceased use of a functionally separate portion of the facility. Stock-Based Compensation Compensation expense for restricted shares was calculated based on the service period of the grant and the closing price of our common stock on the date of grant. 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. Compensation expense for performance stock units 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. The Monte Carlo simulation incorporates estimates of the potential outcomes of the market condition on the grant date fair value of each award. Compensation expense for stock options and stock appreciation rights was calculated based on the on the service period of the grant and the grant date or assumption date fair value using the Black-Scholes pricing model. All stock appreciation rights we have granted or assumed are stock-settled. Stock options and stock appreciation rights are granted at exercise prices equal to the closing price of our common stock on the date of grant. Assumed stock options and stock appreciation rights are granted at exercise prices determined in accordance with the acquisition agreement. Expected life and forfeiture rates were estimated based primarily on historical data that were stratified between members of the Board of Directors, executive employees and all other recipients. Expected volatility was estimated based on historical volatility using equally weighted daily price observations over a period approximately equal to the expected life of each option. The risk free interest rate is based on the implied yield currently available on U.S. Treasury securities with an equivalent remaining term. No dividends are expected to be paid. Accounting For Income Taxes We account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered and expected levels of taxable income. A valuation allowance to reduce deferred tax assets are established when it is more likely than not some or all of the deferred tax assets will not be realized. We recognize uncertain tax positions when they meet a more-likely-than-not threshold. We recognize potential accrued interest and penalties related to unrecognized tax benefits as income tax expense. We file U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. 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. 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. Segment Information We use the management approach for segment disclosure, which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of our reportable segments. 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. Foreign Currency All of our significant subsidiaries outside the United States use the United States dollar ("USD") as their functional currency. For subsidiaries that use USD as the functional currency, assets and liabilities are remeasured to USD at the exchange rate in effect at the balance sheet date except for non-monetary assets and capital accounts which are measured at historical rates; revenues, expenses, gains and losses are remeasured at rates of exchange that approximate the rates in effect at the transaction date. For subsidiaries that use the local currency as the functional currency, all assets and liabilities are translated to USD using exchange rates in effect at the end of the period. Resulting translation gains or losses are recognized as a component of other comprehensive income. We also conduct a relatively small portion of our business in a number of foreign currencies, principally the European Union Euro, Canadian Dollar, British Pound, Israeli Shekel and Chinese Renminbi. 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 for 2017 , 2016 and 2015 were calculated as follows (amounts in millions, except per share data): Fiscal Years 2017 2016 2015 Basic Net (loss) income $ 176.3 $ (32.6 ) $ 84.6 Weighted-average common shares outstanding 114.9 107.0 94.2 Basic (loss) earnings per share $ 1.54 $ (0.31 ) $ 0.90 Diluted Net (loss) income $ 176.3 $ (32.6 ) $ 84.6 Weighted-average common shares outstanding for basic 114.9 107.0 94.2 Dilutive effect of stock awards 2.2 — 1.7 Weighted-average common shares outstanding on a diluted basis 117.1 107.0 95.9 Diluted (loss) earnings per share $ 1.51 $ (0.31 ) $ 0.88 For 2017 , there were no stock awards excluded in the computation of diluted earnings per share. For 2016 , all stock awards were excluded from the computation of diluted EPS as we reported a net loss. For 2015 , 0.2 million awards, were excluded from the computation of diluted EPS as these stock awards would have been anti-dilutive. Concentration of Credit Risk and International Sales Concentrations of credit risk exist because we rely on a number of customers whose principal sales are to the U.S. Government. Approximately 26% of total net sales in 2017 were in the Aerospace & Defense end market and while we service defense markets outside of the United States, a portion of sales in this end market correlate to sales to U.S. government agencies, customers whose principal sales are to the U.S. government agencies or to subcontractors whose material sales are to the U.S. government agencies. We, as a subcontractor, sell our products to higher-tier subcontractors or to prime contractors based upon purchase orders that usually do not contain all of the conditions included in the prime contract with the U.S. Government. However, these sales are usually subject to termination and/or price renegotiations by virtue of their reference to a U.S. Government prime contract. Therefore, we believe all of our product sales that ultimately are sold to the U.S. Government may be subject to termination, at the convenience of the U.S. Government or to price renegotiations under the Renegotiation Act. In addition, the shutdown of non-essential U.S. Government services in October 2013 and any future government shutdowns may significantly increase the risk of contract terminations or renegotiations. At least one of our contracts has been terminated in the past due to the termination of the underlying government contract. There can be no assurance we will not have contract termination or price renegotiation in the future, and any such termination or renegotiation could have a material adverse impact upon our revenues and results of operations. In addition, net sales to international markets represent a significant portion of total net sales. Our net sales to international customers represented 67% , 62% and 51% of consolidated net sales for 2017 , 2016 and 2015 , respectively. These sales were principally to customers in Europe and Asia. We maintain reserves for potential credit losses and such losses have been within management’s expectations. Recently Adopted Accounting Pronouncement In November 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. Recently Issued Accounting Standards not yet Adopted 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 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 2018. We intend to adopt this ASU on a modified retrospective basis in the first quarter of 2019. We are still in the process of finalizing our analysis on the impact of the provisions of the new standards. Our assessment process consists of reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts and identifying appropriate changes to our business processes, systems and controls to support revenue recognition and disclosure requirements under the new standard. Based on our preliminary assessments, we do not expect the new guidance to have a material impact on the nature, amount, and timing of our revenue recognition. As we continue to assess the impact of the new guidance on our revenue contracts with our customers and finalize our evaluation of any changes to our accounting policies, internal controls and footnote disclosures, we may identify additional areas of impact and may revise the results of our preliminary assessment. 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. 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 us beginning in the first quarter of 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Loses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU requires measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The ASU will be effective for us beginning in the first quarter of fiscal 2021 on a modified retrospective basis and early adoption in 2020 is permitted. We are currently assessing the timing of adoption and impact of this ASU on 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 exceeds its fair value. This ASU will be effective for us beginning in the first quarter of 2021 with early adoption permitted and requires prospective adoption. Since the ASU simplifies the test for goodwill impairment, we do not expect the adoption of the ASU to have a material impact on our financial statements. In August 2017, the FASB issued ASU 2017-12, which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The amendments of this ASU are effective for us beginning in the first quarter of 2020, with early adoption permitted. We are currently assessing the impact the timing of adoption and impact of this ASU on our consolidated financial statements. |
Inventories
Inventories | 12 Months Ended |
Oct. 01, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 2 Inventories Inventories consisted of the following components (amounts in millions): October 1, October 2, Raw materials $ 42.5 $ 32.8 Work in progress 120.6 112.8 Finished goods 76.0 67.5 $ 239.1 $ 213.1 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Oct. 01, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 Property and Equipment Property and equipment consisted of the following components (dollar amounts in millions): Asset Life October 1, October 2, Buildings 20-40 years $ 41.8 $ 37.2 Machinery and equipment 3-10 years 498.8 439.3 Furniture and fixtures 5-10 years 9.0 8.9 Leasehold improvements Shorter of asset life or life of lease 63.1 62.6 612.7 548.0 Accumulated depreciation (427.8 ) (382.2 ) Land 1.5 1.5 Construction in progress 11.2 7.6 $ 197.6 $ 174.9 Depreciation expense was $48.7 million , $46.1 million and $36.2 million in 2017 , 2016 and 2015 , respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Oct. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 4 Goodwill and Intangible Assets, Net Goodwill and intangible assets, net consisted of the following components (dollar amounts in millions): October 1, 2017 October 2, 2016 Life (in years) Gross Accumulated Gross Accumulated Amortizable intangible assets Completed technology $ 1,076.8 $ (405.9 ) $ 907.7 $ (335.1 ) 2 to 15 Customer relationships 323.4 (249.6 ) 338.0 (219.2 ) 4 to 15 Backlog, trade name and other 8.2 (7.6 ) 24.9 (22.7 ) 1 to 5 $ 1,408.4 $ (663.1 ) $ 1,270.6 $ (577.0 ) Non-amortizable intangible assets Goodwill $ 2,497.3 $ 2,479.4 In-process research and development $ 7.0 $ 241.0 A reconciliation of our goodwill for the years ended October 1, 2017 and October 2, 2016 is as follows (amounts in millions): October 1, 2017 October 2, 2016 Beginning balance $ 2,479.4 $ 1,139.3 Additions from acquisitions 10.6 1,472.3 Reductions from divestitures 0.1 (125.0 ) Carrying value of goodwill classified as assets held for sale 7.2 (7.2 ) Ending balance $ 2,497.3 $ 2,479.4 The increase in goodwill is related primarily to an immaterial acquisition completed during the third quarter of 2017. Amortization of intangible assets included in operating expenses for each of the three fiscal years in the period ended October 1, 2017 is as follows (amounts in millions): 2017 2016 2015 Completed technology $ 143.7 $ 108.7 $ 50.4 Customer relationships 45.7 46.5 44.6 Backlog, trade name and other 2.3 6.0 1.5 $ 191.7 $ 161.2 $ 96.5 Estimated amortization expense in each of the five succeeding years and thereafter is as follows (amounts in millions): 2018 2019 2020 2021 2022 Thereafter $ 165.9 $ 146.1 $ 140.8 $ 140.7 $ 82.1 $ 69.7 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Oct. 01, 2017 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | Note 5 Accrued Liabilities Accrued liabilities consisted of the following components (amounts in millions): October 1, October 2, Payroll, bonus and employee benefits $ 32.7 $ 53.8 Interest 24.2 31.2 Deferred revenue 24.0 15.1 Restructuring and severance 16.8 4.6 Licenses 13.6 26.0 Outside services 11.9 12.8 Income, property and sales taxes 11.9 1.1 Warranties 5.6 7.5 Commissions 3.3 4.3 Leases and rent 1.4 2.5 Customer deposits 1.3 1.1 Other 6.7 6.1 $ 153.4 $ 166.1 |
Income Taxes
Income Taxes | 12 Months Ended |
Oct. 01, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 Income Taxes Pretax income (loss) was generated from the following sources for each of the three fiscal years in the period ended October 1, 2017 (amounts in millions): 2017 2016 2015 Domestic $ (110.4 ) $ (112.5 ) $ (14.9 ) Foreign 246.5 87.1 111.8 Total $ 136.1 $ (25.4 ) $ 96.9 The provision for (benefit from) income taxes consisted of the following components for each of the three fiscal years in the period ended October 1, 2017 (amounts in millions): 2017 2016 2015 Current: Federal $ 0.8 $ — $ — State 0.6 0.2 0.2 Foreign 12.2 4.3 4.2 Deferred: Federal 2.5 4.1 4.6 State 0.4 0.2 — Foreign (56.7 ) (1.6 ) 3.3 $ (40.2 ) $ 7.2 $ 12.3 We recorded a benefit from income taxes of $40.2 million on pretax income of $136.1 million in 2017 compared to a provision for income taxes of $7.2 million on pretax loss of $25.4 million in 2016 and a provision for income taxes of $12.3 million on pretax income of $96.9 million in 2015. For each of these years, the benefit from or provisions for income taxes were primarily due to the tax provision on profitable entities in foreign jurisdictions and U.S. tax provision relating to deferred tax liabilities that will not provide future sources of income to realize deferred tax assets. The tax provisions were offset by tax benefits related to the release of valuation allowances and the reversal of certain deferred tax liabilities. We had cumulative operating losses for the three years ended in 2017 for our U.S. operations and several foreign operations and have provided a full valuation allowance accordingly on certain of our U.S. and foreign net deferred tax assets as we have determined that it is more likely than not that the tax benefits will not be realized in the future. Our valuation allowance decreased $77.2 million in 2017 and increased $205.9 million in 2016. The 2017 decrease was primarily due to the releases of domestic and certain foreign valuation allowances and the remeasurement of deferred tax liabilities, and the 2016 increase was primarily due to increases in net deferred tax assets from operations and acquisitions that are not more likely than not realizable. We have federal and state net operating losses ("NOLs") of $526.2 million and $730.3 million , respectively, that both begin expiring in 2018. We have foreign NOLs of approximately $144.3 million that begin expiring in 2018. We have federal and state research and experimentation credits of $103.4 million and $98.5 million , respectively, that both begin expiring in 2018. We have foreign research and experimentation credits of approximately $116.9 million that begin expiring in 2018 and incentive deductions of $34.2 million that carry forward indefinitely. We have federal foreign tax credits of approximately $34.5 million that begin expiring in 2018. We have federal and state enterprise zone credits and federal and state investment tax credits totaling approximately $1.9 million that begin expiring in 2018. We have federal alternative minimum tax credits of approximately $11.2 million that carry forward indefinitely. We have federal and state capital loss carry forwards of $0.6 million each that both begin expiring in 2019. The utilization of NOLs and credits acquired through an acquisition may be subject to limitations due to change in control. No provision has been made for income taxes on undistributed earnings of certain foreign operations since they have been indefinitely reinvested in those operations (except for insignificant jurisdictions). Determination of the amount of unrecognized deferred tax liability for temporary differences related to these undistributed earnings is not practicable, as such liability is dependent upon a number of factors, including foreign tax credit position that would exist at the time any remittance would occur. During 2017, we reviewed our current cash position and anticipated cash needs for strategic investments in our core business, including accelerated principal payments on certain outstanding debt. Accordingly, in the current year, we continue to reinvest prior year earnings, but changed our assertion to only reinvest current year earnings from certain foreign jurisdictions. At the end of 2017 and 2016, these undistributed earnings aggregated approximately $904.3 million and $793.8 million , respectively. We have been granted a tax holiday in our subsidiary in Malaysia that has the effect of reducing its net income tax rate to zero in that jurisdiction. The tax holiday was granted in 2009 and is effective through December 2019, subject to continued compliance with the tax holiday's requirements. The following is a reconciliation of income tax computed at the federal statutory rate to our actual tax expense for each of the three fiscal years in the period ended October 1, 2017 (amounts in millions): 2017 2016 2015 Tax computed at federal statutory rate $ 47.6 $ (8.9 ) $ 33.9 State taxes, net of federal impact 0.5 0.5 (2.1 ) Foreign income taxed at different rates (78.5 ) (7.0 ) (33.1 ) Tax credits and incentives (8.8 ) (10.7 ) (5.1 ) Stock award compensation (13.9 ) (4.6 ) 1.3 Unrecognized tax benefits 11.4 30.6 3.7 Sale/transfer of assets 5.6 (45.6 ) — U.S. tax on foreign income 54.7 2.0 1.3 Non-deductible permanent items — 6.2 0.9 Expiration of tax attributes 20.0 5.0 — Investment in foreign subsidiaries (0.2 ) 2.7 (0.5 ) Withholding taxes — 1.1 (0.3 ) Deferred tax remeasurement (4.0 ) — — Other differences, net 2.6 0.6 (1.0 ) Valuation allowance (77.2 ) 35.3 13.3 $ (40.2 ) $ 7.2 $ 12.3 The tax effected deferred tax assets (liabilities) are comprised of the following components (amounts in millions): October 1, October 2, 2016 Accounts receivable, net $ 2.3 $ 2.1 Inventories 23.5 18.8 Accrued employee benefit expenses 4.0 10.0 Net operating losses 136.5 216.1 Tax credits and incentives 236.4 238.0 Accrued other expenses 16.0 10.3 Deferred equity compensation 20.7 20.0 Property and equipment, net 6.6 4.4 Debt issuance costs 17.3 20.9 Other assets 12.7 12.3 Total deferred tax assets 476.0 552.9 Intangible assets (131.1 ) (176.8 ) Investment in foreign subsidiaries (2.3 ) (2.5 ) Total deferred tax liabilities (133.4 ) (179.3 ) Less valuation allowance (379.2 ) (456.4 ) $ (36.6 ) $ (82.8 ) A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (amounts in millions): October 1, October 2, September 27, 2015 Beginning gross unrecognized tax benefits $ 319.0 $ 121.8 $ 97.7 Additions based on tax positions related to the current year 21.8 33.1 3.5 Additions based on current year acquisitions 0.4 132.6 16.2 Additions based on tax positions of prior years 3.4 36.3 4.8 Reductions based on tax positions of prior years (65.9 ) — — Reductions for lapses and settlements (0.2 ) (4.8 ) (0.4 ) Ending gross unrecognized tax benefit $ 278.5 $ 319.0 $ 121.8 We recognize interest and penalties accrued related to unrecognized tax benefits in tax expense. During the year ended October 1, 2017 , we recorded a net reversal of $4.2 million in interest and penalties and during the years ended October 2, 2016 , and September 27, 2015 , we recognized $3.7 million and $0.7 million , respectively in interest and penalties. The cumulative interest and penalties at October 1, 2017 and October 2, 2016 were $38.0 million and $42.2 million , respectively. Unrecognized tax benefits of $107.4 million , including interest, at October 1, 2017 would impact the effective tax rate if recognized after the valuation allowance has been released. We anticipate a decrease in gross unrecognized tax benefits of approximately $18.0 million within the next twelve months based on federal, state, and foreign expirations in various jurisdictions. We file U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. Tax years 2007 to 2016 generally remain subject to examination by federal and most state tax authorities. In significant foreign jurisdictions, 2007 to 2016 generally remain subject to examination by tax authorities. 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. We are currently undergoing an Internal Revenue Service examination for tax years 2007 through 2014. There have been no significant proposed adjustments to date. As of October 1, 2017 , the IRS has raised questions primarily relating to transfer pricing. The Company is also currently under tax audit by the Canada Revenue Agency ("CRA") for tax years 2007 through 2008 and 2010 through 2015. The Company closed the CRA audit for tax years 2009 through 2010 in the current year with no changes to the tax as originally reported. As of October 1, 2017 , the CRA has raised questions primarily relating to transfer pricing. The Company is also currently under tax audit by the Indian Tax Authorities ("ITA") for tax years 2006 through 2014. The ITA has raised questions primarily related to transfer pricing. Management believes that the Company's 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 examinations cannot be predicted with certainty. If any issues addressed in the Company's tax examinations are resolved in a manner not consistent with management's expectations, the Company would be required to adjust its provision for income tax in the period such resolution occurs. While the Company believes its reported results are accurate, any significant adjustments could have a material adverse effect on the Company's results of operations, cash flows and financial position if not resolved within expectations. |
Debt
Debt | 12 Months Ended |
Oct. 01, 2017 | |
Debt Disclosure [Abstract] | |
Credit Agreement | Note 7 Debt Credit Agreement On April 25, 2017, we entered into Amendment No. 3 ("Amendment No. 3") to our Credit Agreement dated as of January 15, 2016 (as amended and supplemented, 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. Amendment No. 3 provided 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 fixed the commitment fee for the unused portion of the revolving credit facility at 0.25% . On May 17, 2017, we entered into an Increase Revolving Joinder No. 1 to Credit Agreement (the ''Increase Revolving Joinder") with respect to an increase in revolving commitments under the Credit Agreement. The Increase Revolving Joinder provided for, among other things, a $50.0 million increase in total revolving commitments (the "Incremental Revolving Commitments") under the Credit Agreement. After giving effect to the Increase Revolving Joinder, the Incremental Revolving Commitments are a part of the revolving credit facility under the Credit Agreement with total commitments in the amount of $375.0 million . The Credit Facilities bear interest, at our option, at Base Rate or LIBOR, plus a margin. At October 1, 2017 , all principal amounts outstanding were Eurodollar Rate loans and interest rate information were as follows: Principal Outstanding Base Rate Base Rate Margin Eurodollar Rate Margin Applicable Rate Revolving and swingline loans $ — 3.75 % 0.75 % 1.75 % 2.98 % Term loan A $ 757.8 3.75 % 0.75 % 1.75 % 3.05 % Term loan B $ 794.7 3.75 % 1.25 % 2.25 % 3.55 % 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. Subject to certain customary exceptions, all of our obligations under the Credit Facilities are unconditionally guaranteed by each of our existing and subsequently acquired or organized direct and indirect wholly-owned domestic subsidiaries whose assets or revenues exceed 5% of the consolidated assets or revenues, as the case may be, of Microsemi and its subsidiaries (the "Guarantors"). Other domestic subsidiaries will be required to become a Guarantor to the extent that domestic subsidiaries excluded from such guarantee obligation represent, in the aggregate, more than 15% of the consolidated assets and more than 15% of the consolidated gross revenues of Microsemi. The obligations under the Credit Facilities are our and the Guarantors’ senior secured obligations collateralized by a lien on substantially all of our personal property and material real property assets, subject in each case to certain customary exceptions (collectively, the "Collateral"). The term loan A facility matures January 15, 2021. The term loan A facility requires quarterly principal payments of 1.25% of the principal amount for the first two years following January 15, 2016 and 2.5% of the principal amount for the remaining term. The term loan B facility matures on January 15, 2023. The term loan B facility requires quarterly principal payments equal to 0.25% of the original principal amount of the term loan B facility. We have made optional principal payments on our term loan B facility such that there are no scheduled principal payments until maturity. Additionally, the Credit Agreement stipulates an annual principal payment of a percentage of Excess Cash Flow ("ECF") (as defined in the Credit Agreement) to repay the term loan B facility. The first ECF application date will be measured as of the end of fiscal year 2017. The ECF percentage is 50% if the consolidated net leverage ratio as of the last day of the fiscal year is greater than 3.00 to 1.00, 25% if the consolidated net leverage ratio as of the last day of the fiscal year is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00 and 0% otherwise. The ECF percentage for 2017 is 25% . During 2017 , we incurred financing fees related to the amendments to our Credit Agreement of $2.5 million , of which $0.8 million was accounted for as debt modification fees which was recorded in cash flow from operating activities and $1.7 million was accounted for as debt extinguishment fees which was recorded in cash flows from financing activities. During 2016, we incurred financing fees related to the amendments to our Credit Facility of $19.1 million , of which $16.1 million was accounted for as debt modification fees was recorded in cash flow from operating activities and $3.0 million was accounted for as debt extinguishment fees was recorded in cash flows from financing activities. We recorded a debt extinguishment charge of $4.5 million as an allocation of credit facility fees to parties exiting the Credit Agreement. We reported debt extinguishment charges in other expense, net in our Consolidated Statement of Operations and Comprehensive Income (Loss). Debt issuance costs recorded as a reduction to principal outstanding in the condensed consolidated balance sheets were $35.1 million as of October 1, 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 October 1, 2017 . 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 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 (the "Note Guarantors"), and U.S. Bank National Association, as trustee (the "Indenture"). 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 this 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. On May 25, 2017, we repurchased a portion of our Notes with an aggregate principal amount of $170.8 million for a purchase price of $201.7 million , including accrued interest. This resulted in a loss on extinguishment of debt of $32.5 million , including the associated unamortized financing costs. The Notes are our general senior unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured obligations, are senior in right of payment to all of our future subordinated indebtedness, if any, are structurally subordinated to all of our existing and future obligations, claims of holders of preferred stock and other liabilities of our subsidiaries that do not guarantee the Notes and are effectively subordinated in right of payment to all of our senior secured indebtedness (including our obligations under the Credit Facilities) to the extent of the value of the assets securing such obligations. The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of our subsidiaries that guarantee the Credit Agreement. Each guarantee of the Notes is the general senior unsecured obligation of the Note Guarantors and is effectively subordinated to the senior secured obligations of the Note Guarantors (including the Note Guarantors’ obligations under the Credit Facilities) to the extent of the value of the assets securing such obligations, are equal in right of payment to all existing and future unsecured obligations of the Note Guarantors that are not, by their terms, expressly subordinated in right of payment to the Notes and rank senior in right of payment to all future obligations, if any, of the Note Guarantors that are by their terms, expressly subordinated in right of payment to the guarantees. Fair Value of Debt As of October 1, 2017 , the fair value of principal outstanding on the credit facilities and Notes were as follows (amounts in millions): Principal outstanding Fair value Credit facilities $ 1,552.5 $ 1,552.6 Notes 279.2 319.0 Total debt $ 1,831.7 $ 1,871.6 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Oct. 01, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Note 8 Other Long-Term Liabilities Other long-term liabilities consisted of (amounts in millions): October 1, October 2, Unrecognized tax benefits $ 71.1 $ 70.6 Deferred rent 13.5 17.2 Pension and retirement 14.4 14.2 Restructuring 3.5 4.2 Other 7.5 9.6 Total $ 110.0 $ 115.8 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Oct. 01, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 9 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 (such as a restricted stock award, and 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. 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 . Stock-based compensation expense was $89.0 million , $101.0 million and $49.8 million in 2017 , 2016 and 2015 , respectively. At October 1, 2017 , unamortized compensation expense related to unvested stock awards was $75.1 million . The weighted average period over which compensation expense related to these grants will be recognized is 1.3 years . Remaining share-units available for grant, assuming the issuance of performance units at target, at October 1, 2017 , October 2, 2016 and September 27, 2015 under the 2008 Plan were 7.7 million , 12.3 million and 11.7 million , respectively. 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. Activity and price information related to restricted stock awards are as follows (quantity in millions): Quantity Weighted-Average Grant Price Outstanding at September 28, 2014 3.1 Assumed from acquisition 0.3 $ 33.01 Granted 1.3 $ 29.37 Vested (1.5 ) Forfeited (0.2 ) Outstanding at September 27, 2015 3.0 Assumed from acquisition 1.9 $ 29.77 Granted 1.3 $ 32.15 Vested (2.1 ) Forfeited (0.5 ) Outstanding at October 2, 2016 3.6 Granted 1.6 $ 47.35 Vested (2.2 ) Forfeited (0.2 ) Outstanding at October 1, 2017 2.8 In connection with the acquisitions of Vitesse in 2015 and PMC in 2016, we assumed restricted shares and converted them to Microsemi awards in accordance with the respective merger agreements. 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 2015, 2016 and 2017 grants, 70% of each performance-based award opportunity will be subject to the net sales metric for the performance period and 30% will be 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. The maximum adjustment is 120% for the 2015, 2016 and 2017 grants. Stock Units with Market Conditions In July 2016, the Compensation Committee (the "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 Mr. Peterson’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). Activity and price information related to performance units are as follows (quantity reported at target and in millions): Quantity Outstanding at September 28, 2014 0.7 Granted 0.3 Vested (0.3 ) Outstanding at September 27, 2015 0.7 Granted 1.5 Vested (0.5 ) Outstanding at October 2, 2016 1.7 Granted 0.2 Vested (0.5 ) Outstanding at October 1, 2017 1.4 Stock Options and Stock Appreciation Rights Compensation expense for stock options and stock appreciation rights was calculated based on the grant or assumption date using the Black-Scholes pricing model. All stock appreciation rights we have granted or assumed are stock-settled. Stock options and stock appreciation rights are granted at exercise prices equal to the closing price of our common stock on the date of grant. Assumed stock options and stock appreciation rights are granted at exercise prices determined in accordance with the applicable merger agreement. Expected life and forfeiture rates were estimated based primarily on historical data that were stratified between members of the Board of Directors, executive employees and all other recipients. Expected volatility was estimated based on historical volatility using equally weighted daily price observations over a period approximately equal to the expected life of each option. The risk free interest rate is based on the implied yield currently available on U.S. Treasury securities with an equivalent remaining term. No dividends are expected to be paid. Activity and price information related to stock options and stock appreciation rights are as follows (quantity and intrinsic value in millions): Quantity Weighted-Average Exercise Price Intrinsic Value Weighted Average Remaining Life (Years) Outstanding at September 28, 2014 2.7 $ 22.70 $ 7.4 2.0 Assumed from acquisition 0.2 $ 24.18 Exercised (2.1 ) $ 23.83 $ 15.8 Forfeited (0.1 ) $ 23.90 Outstanding at September 27, 2015 0.7 $ 19.60 $ 9.1 4.0 Exercised (0.2 ) $ 21.16 Forfeited — $ 21.44 Outstanding at October 2, 2016 0.5 $ 18.75 $ 10.7 3.5 Exercised (0.2 ) $ 18.98 Forfeited — $ 21.63 Outstanding at October 1, 2017 0.3 $ 18.59 $ 10.2 2.78 Exercisable at October 1, 2017 0.3 $ 18.38 $ 10.0 2.67 Exercisable and expected to vest after October 1, 2017 0.3 $ 18.59 $ 10.2 2.78 In connection with the acquisition of Vitesse in 2015, we assumed stock options and converted them to Microsemi awards in accordance the merger agreement. Quantity and weighted-average exercise prices related to stock options and stock appreciation rights outstanding as of October 1, 2017 and stratified by exercise price are as follows (quantity in millions): Exercisable Outstanding Exercise Price Quantity Weighted-Average Exercise Price Quantity Weighted-Average Exercise Price Less than or equal to $20.00 0.2 $ 14.16 0.2 $ 14.17 Greater than $20.00 0.1 $ 25.42 0.1 $ 25.49 0.3 $ 18.38 0.3 $ 18.59 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Oct. 01, 2017 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | Note 10 Employee Benefit Plans We sponsor 401(k) savings plans whereby participating employees may elect to contribute up to 50% of their eligible wages up to the statutory contribution limit. Employees 50 years of age and older may contribute a further 75% of their eligible wages up to the statutory contribution limit. During 2017 , employer contributions were $4.4 million . In certain entities outside the United States, we provide defined-benefit and defined contribution plans, many in accordance with local regulations. We typically deposit employer contributions with third party trustees, insurance trust funds, or government-managed accounts. We assumed pension plans in Germany related to an acquisition in 2012 and an acquisition in 2016 that covers certain German employees with over ten years of active service and provides benefits based on length of service and final pensionable earnings. There are no segregated pension fund assets under either of the plans assumed. The 2012 pension liability is insured and we have pledged the insurance contracts to the pensioners. Accordingly, the contracts are now considered to be a plan asset. As the plan assets are insurance contracts, the Company does not control the investment strategy and thus cannot influence the return on investments. The insurance payments are guaranteed by the insurer and should the insurer default on its obligation, the security fund for insurance companies in Germany would assume the contracts. The 2016 pension liability is not insured. As of October 1, 2017 , the fair value of the pension plan assets from the 2012 acquisition was $4.3 million and the fair value of the pension plan benefit obligations from 2012 and 2016 acquisitions were $6.6 million and $3.9 million , respectively. During 2016, we recorded an unrealized actuarial loss on pension benefits of $3.9 million in other comprehensive income due to a reduction in the discount rate assumption used to determine benefit obligations from 2.1% to 1.0% and 2.8% to 1.6% from the 2012 and 2016 acquisitions respectively. There are no employer contributions expected in the next twelve months. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Oct. 01, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 Commitments and Contingencies Operating Leases We occupy premises and lease equipment under operating lease agreements expiring through 2029. The aggregate undiscounted future minimum rental payments under these leases are as follows (amounts in millions): 2018 2019 2020 2021 2022 Thereafter $ 27.7 $ 25.3 $ 23.3 $ 17.4 $ 9.8 $ 14.6 Lease expense charged to income was $27.5 million in 2017 , $23.7 million in 2016 and $21.5 million in 2015 . Contingencies We are generally self-insured for losses and liabilities related to workers’ compensation and employer’s liability insurance. Accrued workers’ compensation liability was $1.6 million and $1.7 million at October 1, 2017 and October 2, 2016 , respectively. Our self-insurance accruals are based on estimates and, while we believe 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. |
Restructuring and Severance Cha
Restructuring and Severance Charges | 12 Months Ended |
Oct. 01, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Severance Charges | Note 12 Restructuring and Severance Charges The following table reflects the related restructuring activities and the accrued liabilities at the dates below (amounts in millions): Employee Severance Contract Termination Costs Other Associated Costs Total Balance at October 2, 2016 $ 2.5 $ 4.6 $ 0.4 $ 7.5 Provisions 15.0 6.7 1.9 23.6 Reversal of prior provision (0.3 ) (0.1 ) — (0.4 ) Cash expenditures (8.6 ) (3.2 ) (0.4 ) (12.2 ) Other non-cash settlement (0.1 ) 0.4 (0.2 ) 0.1 Balance at October 1, 2017 $ 8.5 $ 8.4 $ 1.7 $ 18.6 We recorded net provisions for employee severance of $14.7 million for 2017 . The non-cash settlement of employee severance relates to the acceleration of restricted stock awards in connection with the acquisition of PMC. Employee severance covered individuals in engineering, manufacturing, administration and sales and is expected to be paid within the next twelve months. We recorded provisions for contract termination costs of $6.7 million for 2017 , primarily for the fair value at the cease-use date of operating lease liabilities for space we have exited. Facilities consisted primarily of sales, engineering and administrative space, as well as manufacturing space. We recorded a $0.1 million reversal of prior provision related to a facility lease termination that was settled at an amount less than estimated. We recorded net provisions for other associated costs for restructuring of $1.9 million for 2017 , which consisted of facility and equipment impairments and facility relocation costs. |
Segment Information
Segment Information | 12 Months Ended |
Oct. 01, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13 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 ICs and power and high-reliability individual component semiconductors. These products include individual components as well as IC solutions that enhance customer designs by improving performance, reliability and battery optimization, reducing size or protecting circuits. The principal markets we serve include Aerospace & Defense, Communications, Data Center, and Industrial. We evaluate sales by end-market based on our understanding of end market uses of our products. Net sales based on a customer's ship-to location and by estimated end market are as follows (amounts in millions): 2017 2016 2015 United States $ 597.8 $ 628.2 $ 610.0 Europe 230.7 222.8 189.8 Asia 922.0 749.2 399.7 Other 61.3 54.8 46.1 Total $ 1,811.8 $ 1,655.0 $ 1,245.6 Aerospace & Defense $ 473.4 $ 495.4 $ 527.2 Communications 641.0 618.0 439.8 Data Center 421.4 276.9 11.9 Industrial 276.0 264.7 266.7 Total $ 1,811.8 $ 1,655.0 $ 1,245.6 As a percentage of consolidated net sales, customers with a ship-to location in Hong Kong totaled 19% in 2017, 18% in 2016 and 12% in 2015. The geographic location of distributors and third-party manufacturing service providers may be different from the geographic location of the ultimate end users. We believe a substantial portion of the products billed to these customers are ultimately shipped to end markets in the United States and Europe. Property and equipment, net by geographic area are as follows (amounts in millions): 2017 2016 2015 United States $ 138.9 $ 119.2 $ 117.6 Europe 18.3 16.4 13.9 Asia 23.1 22.6 18.9 Other 17.3 16.7 2.3 Total $ 197.6 $ 174.9 $ 152.7 |
Unaudited Selected Quarterly Fi
Unaudited Selected Quarterly Financial Data | 12 Months Ended |
Oct. 01, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Selected Quarterly Financial Data | Note 14 Unaudited Selected Quarterly Financial Data Selected quarterly financial data are as follows (amounts in millions, except earnings (loss) per share): Quarters ended in fiscal year 2017 October 1, July 2, April 2, January 1, Net sales $ 475.3 $ 458.1 $ 442.9 $ 435.5 Cost of sales (excluding amortization of intangible assets) $ 171.2 $ 165.4 $ 158.8 $ 158.9 Gross profit $ 304.1 $ 292.7 $ 284.1 $ 276.6 Net income $ 102.0 $ 13.6 $ 41.2 $ 19.5 Basic earnings per share $ 0.88 $ 0.12 $ 0.36 $ 0.17 Diluted earnings per share $ 0.87 $ 0.12 $ 0.35 $ 0.17 Quarters ended in fiscal year 2016 October 2, July 3, April 3, January 3, Net sales $ 450.1 $ 431.4 $ 444.3 $ 329.2 Cost of sales (excluding amortization of intangible assets) $ 168.3 $ 164.5 $ 243.7 $ 141.4 Gross profit $ 281.8 $ 266.9 $ 200.6 $ 187.8 Net income (loss) $ 40.5 $ 115.2 $ (212.0 ) $ 23.7 Basic earnings (loss) per share $ 0.36 $ 1.03 $ (1.93 ) $ 0.25 Diluted earnings (loss) per share $ 0.35 $ 1.00 $ (1.93 ) $ 0.25 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Oct. 01, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 15 Subsequent Event On October 26, 2017, we entered into a definitive agreement to acquire the high performance timing business of Vectron International, a Knowles company, for $130 million . The transaction is subject to customary closing conditions and is currently expected to close in the first quarter of 2018. |
VALUATION AND QUALIFYING ACCOUN
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Oct. 01, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (amounts in millions) Column A Column B Column C Column D Column E Column F Classification Balance at Charged Charged Deductions- Balance Accounts receivable allowance September 27, 2015 $ 22.2 $ 3.1 $ 0.7 $ — $ 26.0 October 2, 2016 $ 26.0 $ 9.0 $ 6.7 $ — $ 41.7 October 1, 2017 $ 41.7 $ 2.1 $ — $ — $ 43.8 Tax valuation allowance September 27, 2015 $ 218.9 $ 13.3 $ 18.4 $ — $ 250.6 October 2, 2016 $ 250.6 $ 35.3 $ 170.5 $ — $ 456.4 October 1, 2017 $ 456.4 $ (77.2 ) $ — $ — $ 379.2 |
Description of business and s23
Description of business and summary of significant accounting policies (Policies) | 12 Months Ended |
Oct. 01, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation and Presentation of Financial Information | The consolidated financial statements include the accounts of Microsemi and our subsidiaries. All intercompany transactions and balances have been eliminated. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents | We consider all short-term, highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The accounts receivable amount shown in the balance sheet are trade accounts receivable balances at the respective dates, net of allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based in part on our historical write-off experience and specific review of account balances due. Past due balances are reviewed individually for collectability. All other balances are reviewed on a pooled basis by the age of the receivable. Account balances are charged off against the allowance when we determine it is probable the receivable will not be recovered. We review our allowance for doubtful accounts quarterly. We do not have any off-balance-sheet credit exposure related to our customers. To date, our allowance for doubtful accounts has generally been within management’s estimates. |
Inventories | Inventories are stated at the lower of cost, as determined using the first-in, first-out method, or market. Costs include materials, labor and manufacturing overhead. We evaluate the carrying value of our inventories taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price we expect to obtain for our products in their respective markets. We also evaluate the composition of our inventories to identify any slow-moving, excess or obsolete products. Additionally, inventory write-downs are made based upon such judgments for any inventories that are identified as having a net realizable value less than their cost, which is further reduced by related selling expenses. The net realizable value of our inventories for ongoing operations has generally been within management’s estimates. We have recorded inventory write-downs for discontinued product lines that did not meet gross margin targets, products that are being migrated to newer generations, products that service the large capital spending end markets for which demand has declined, and products related to facility closures. |
Fair Value of Financial Assets and Liabilities | Accounting Standards Codification ("ASC") 825 permits entities to elect the fair value option for certain financial assets and financial liabilities. For financial assets or financial liabilities for which an entity elects the fair value option, ASC 825 requires the entity record the financial asset or financial liability at fair value rather than at historical cost with changes in fair value recorded in the income statement. ASC 825-25 requires upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a hierarchy for ranking the quality and reliability of the information used to determine fair values and includes the following classifications: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. |
Property and Equipment | Property and equipment are stated at lower of cost or realizable values. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease terms or the estimated useful lives. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. |
Long-Lived Assets | We assess the impairment of long-lived assets whenever events or changes in circumstances indicate their carrying value may not be recoverable from the undiscounted estimated future cash flows expected to result from their use. We are required to make judgments and assumptions in identifying those events or changes in circumstances that may trigger impairment. Some of the factors we consider include: • Significant decrease in the market value of an asset. • Significant changes in the extent or manner for which the asset is being used or in its physical condition including manufacturing plant closures. • A significant change, delay or departure in our business strategy related to the asset. • Significant negative changes in the business climate, industry or economic conditions. • Current period operating losses or negative cash flow combined with a history of similar losses or a forecast indicates continuing losses associated with the use of an asset. If events or circumstances indicate the carrying amount of a long-lived asset or asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying value, an impairment loss equal to the excess of the carrying value of the assets within the asset group over their fair value is recorded. The appropriate asset group is determined based on the lowest level of largely independent cash inflows and outflows for the related assets. Depending on the nature of the primary assets in the asset group, fair value is estimated using one of several approaches including replacement cost, appraised values, market quotes or estimated expected future cash flows using a discount rate commensurate with the risk involved. |
Goodwill and Intangible Assets | We account for goodwill on an impairment-only approach and amortize intangible assets with definite useful lives over the benefit period, which approximates straight-line expense over the respective useful lives. We assess qualitative factors to determine whether it is more likely than not an indefinite-lived intangible asset such as goodwill is impaired as the basis for determining whether a quantitative impairment test is required. We assess definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be fully recoverable. Whenever we determine there has been an impairment of goodwill or other intangible assets with indefinite lives, we will record an impairment charge against earnings. We operate as one reporting unit and an impairment charge would equal the excess of the carrying value of goodwill in our one reporting unit over its then fair value. The identification of intangible assets and determination of the fair value and useful lives are subjective in nature and often involve the use of significant estimates and assumptions. The judgments made in determining the estimated useful lives assigned to each class of assets can significantly affect net income. |
Revenue Recognition, Sales Returns and Allowances | We primarily recognize revenue from customers, including distributors, when title and risk of loss have passed to the customer provided that: 1) evidence of an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. For substantially all product sales, revenue is recognized, net of estimated returns and discounts, at the time the product is shipped. We enter into distribution agreements that permit rights to limited stock rotations, returns, price protection, and volume purchase and other discounts. We provide an estimated allowance for these rights and record a corresponding reduction in revenue. Our estimated allowance is based on several factors including past history and notification from customers of pending activity. Actual activity under such rights have been within management’s expectations. We also derive a portion of our revenue from fixed-price contracts. Revenue for these contracts is recorded under a percentage of completion method, which is based on the ratio of total costs incurred to date to estimated total costs at completion. Actual costs have been within management’s expectations. Gross profit expected to be realized on fixed-price contracts is based on periodic estimates of total revenues and costs for each contract. Losses on contracts are accrued when estimated total costs are expected to exceed total revenues. Occasionally, we will enter into contracts on a cost plus fee basis. We recognize revenue based on reimbursements for actual expenses plus the contractually agreed upon fee with the customer. |
Research and Development | We expense the cost of research and development as incurred. Research and development expenses principally comprise payroll and related costs, supplies, and the cost of prototypes. |
Restructuring Charges | We recognize a liability for restructuring costs when the liability is incurred. The restructuring accruals are based upon management estimates at the time they are recorded and can change depending upon changes in facts and circumstances subsequent to the date the original liability is recorded. The main components of our restructuring charges are workforce reductions and impairments of excess capacity on facilities and contracts. Workforce-related charges are accrued when it is determined a liability exists, which is generally when individuals have been notified of their expected termination dates and expected severance payments and when formal severance plans exist, when the severance payments are probable and reasonably estimable. The impairments of excess capacity on facilities and contracts results in charges for termination fees, future contractual commitments to pay lease charges net of estimated sublease income, facility remediation costs and moving costs to remove property and equipment from the facilities. We recognize charges for on leased facilities when we have vacated the premises or ceased use of a functionally separate portion of the facility. |
Stock-Based Compensation | Compensation expense for restricted shares was calculated based on the service period of the grant and the closing price of our common stock on the date of grant. 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. Compensation expense for performance stock units 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. The Monte Carlo simulation incorporates estimates of the potential outcomes of the market condition on the grant date fair value of each award. |
Accounting For Income Taxes | We account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered and expected levels of taxable income. A valuation allowance to reduce deferred tax assets are established when it is more likely than not some or all of the deferred tax assets will not be realized. We recognize uncertain tax positions when they meet a more-likely-than-not threshold. We recognize potential accrued interest and penalties related to unrecognized tax benefits as income tax expense. We file U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. 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. 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. |
Segment Information | We use the management approach for segment disclosure, which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of our reportable segments. 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. |
Foreign Currency | All of our significant subsidiaries outside the United States use the United States dollar ("USD") as their functional currency. For subsidiaries that use USD as the functional currency, assets and liabilities are remeasured to USD at the exchange rate in effect at the balance sheet date except for non-monetary assets and capital accounts which are measured at historical rates; revenues, expenses, gains and losses are remeasured at rates of exchange that approximate the rates in effect at the transaction date. For subsidiaries that use the local currency as the functional currency, all assets and liabilities are translated to USD using exchange rates in effect at the end of the period. Resulting translation gains or losses are recognized as a component of other comprehensive income. We also conduct a relatively small portion of our business in a number of foreign currencies, principally the European Union Euro, Canadian Dollar, British Pound, Israeli Shekel and Chinese Renminbi. |
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. |
Concentration of Credit Risk and Foreign Sales | Concentrations of credit risk exist because we rely on a number of customers whose principal sales are to the U.S. Government. Approximately 26% of total net sales in 2017 were in the Aerospace & Defense end market and while we service defense markets outside of the United States, a portion of sales in this end market correlate to sales to U.S. government agencies, customers whose principal sales are to the U.S. government agencies or to subcontractors whose material sales are to the U.S. government agencies. We, as a subcontractor, sell our products to higher-tier subcontractors or to prime contractors based upon purchase orders that usually do not contain all of the conditions included in the prime contract with the U.S. Government. However, these sales are usually subject to termination and/or price renegotiations by virtue of their reference to a U.S. Government prime contract. Therefore, we believe all of our product sales that ultimately are sold to the U.S. Government may be subject to termination, at the convenience of the U.S. Government or to price renegotiations under the Renegotiation Act. In addition, the shutdown of non-essential U.S. Government services in October 2013 and any future government shutdowns may significantly increase the risk of contract terminations or renegotiations. At least one of our contracts has been terminated in the past due to the termination of the underlying government contract. There can be no assurance we will not have contract termination or price renegotiation in the future, and any such termination or renegotiation could have a material adverse impact upon our revenues and results of operations. In addition, net sales to international markets represent a significant portion of total net sales. Our net sales to international customers represented 67% , 62% and 51% of consolidated net sales for 2017 , 2016 and 2015 , respectively. These sales were principally to customers in Europe and Asia. We maintain reserves for potential credit losses and such losses have been within management’s expectations. |
Recently Issued Accounting Standards | Recently Adopted Accounting Pronouncement In November 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. Recently Issued Accounting Standards not yet Adopted 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 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 2018. We intend to adopt this ASU on a modified retrospective basis in the first quarter of 2019. We are still in the process of finalizing our analysis on the impact of the provisions of the new standards. Our assessment process consists of reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts and identifying appropriate changes to our business processes, systems and controls to support revenue recognition and disclosure requirements under the new standard. Based on our preliminary assessments, we do not expect the new guidance to have a material impact on the nature, amount, and timing of our revenue recognition. As we continue to assess the impact of the new guidance on our revenue contracts with our customers and finalize our evaluation of any changes to our accounting policies, internal controls and footnote disclosures, we may identify additional areas of impact and may revise the results of our preliminary assessment. 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. 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 us beginning in the first quarter of 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Loses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU requires measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The ASU will be effective for us beginning in the first quarter of fiscal 2021 on a modified retrospective basis and early adoption in 2020 is permitted. We are currently assessing the timing of adoption and impact of this ASU on 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 exceeds its fair value. This ASU will be effective for us beginning in the first quarter of 2021 with early adoption permitted and requires prospective adoption. Since the ASU simplifies the test for goodwill impairment, we do not expect the adoption of the ASU to have a material impact on our financial statements. In August 2017, the FASB issued ASU 2017-12, which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The amendments of this ASU are effective for us beginning in the first quarter of 2020, with early adoption permitted. We are currently assessing the impact the timing of adoption and impact of this ASU on our consolidated financial statements. |
Description of business and s24
Description of business and summary of significant accounting policies (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following financial assets and liabilities were measured at fair value on a recurring basis using the type of inputs indicated below and are as follows (amounts in millions): Fair Value Measurements Using: Total Level 1 Inputs Level 2 Inputs Level 3 Inputs October 1, 2017 Investment in marketable securities $ 1.3 $ 1.3 $ — $ — October 2, 2016 Investment in marketable securities $ 1.3 $ 1.3 $ — $ — |
Earnings Per Share | Earnings per share for 2017 , 2016 and 2015 were calculated as follows (amounts in millions, except per share data): Fiscal Years 2017 2016 2015 Basic Net (loss) income $ 176.3 $ (32.6 ) $ 84.6 Weighted-average common shares outstanding 114.9 107.0 94.2 Basic (loss) earnings per share $ 1.54 $ (0.31 ) $ 0.90 Diluted Net (loss) income $ 176.3 $ (32.6 ) $ 84.6 Weighted-average common shares outstanding for basic 114.9 107.0 94.2 Dilutive effect of stock awards 2.2 — 1.7 Weighted-average common shares outstanding on a diluted basis 117.1 107.0 95.9 Diluted (loss) earnings per share $ 1.51 $ (0.31 ) $ 0.88 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consisted of the following components (amounts in millions): October 1, October 2, Raw materials $ 42.5 $ 32.8 Work in progress 120.6 112.8 Finished goods 76.0 67.5 $ 239.1 $ 213.1 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Property, Plant and Equipment [Abstract] | |
Components of Property Plant and Equipment | Property and equipment consisted of the following components (dollar amounts in millions): Asset Life October 1, October 2, Buildings 20-40 years $ 41.8 $ 37.2 Machinery and equipment 3-10 years 498.8 439.3 Furniture and fixtures 5-10 years 9.0 8.9 Leasehold improvements Shorter of asset life or life of lease 63.1 62.6 612.7 548.0 Accumulated depreciation (427.8 ) (382.2 ) Land 1.5 1.5 Construction in progress 11.2 7.6 $ 197.6 $ 174.9 |
Goodwill and Intangible Asset27
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and intangible assets, net consisted of the following components (dollar amounts in millions): October 1, 2017 October 2, 2016 Life (in years) Gross Accumulated Gross Accumulated Amortizable intangible assets Completed technology $ 1,076.8 $ (405.9 ) $ 907.7 $ (335.1 ) 2 to 15 Customer relationships 323.4 (249.6 ) 338.0 (219.2 ) 4 to 15 Backlog, trade name and other 8.2 (7.6 ) 24.9 (22.7 ) 1 to 5 $ 1,408.4 $ (663.1 ) $ 1,270.6 $ (577.0 ) Non-amortizable intangible assets Goodwill $ 2,497.3 $ 2,479.4 In-process research and development $ 7.0 $ 241.0 |
Reconciliation of Goodwill | A reconciliation of our goodwill for the years ended October 1, 2017 and October 2, 2016 is as follows (amounts in millions): October 1, 2017 October 2, 2016 Beginning balance $ 2,479.4 $ 1,139.3 Additions from acquisitions 10.6 1,472.3 Reductions from divestitures 0.1 (125.0 ) Carrying value of goodwill classified as assets held for sale 7.2 (7.2 ) Ending balance $ 2,497.3 $ 2,479.4 |
Finite-lived Intangible Assets Amortization Expense | Amortization of intangible assets included in operating expenses for each of the three fiscal years in the period ended October 1, 2017 is as follows (amounts in millions): 2017 2016 2015 Completed technology $ 143.7 $ 108.7 $ 50.4 Customer relationships 45.7 46.5 44.6 Backlog, trade name and other 2.3 6.0 1.5 $ 191.7 $ 161.2 $ 96.5 |
Estimated Amortization Expense | Estimated amortization expense in each of the five succeeding years and thereafter is as follows (amounts in millions): 2018 2019 2020 2021 2022 Thereafter $ 165.9 $ 146.1 $ 140.8 $ 140.7 $ 82.1 $ 69.7 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Components of Accrued Liabilities | Accrued liabilities consisted of the following components (amounts in millions): October 1, October 2, Payroll, bonus and employee benefits $ 32.7 $ 53.8 Interest 24.2 31.2 Deferred revenue 24.0 15.1 Restructuring and severance 16.8 4.6 Licenses 13.6 26.0 Outside services 11.9 12.8 Income, property and sales taxes 11.9 1.1 Warranties 5.6 7.5 Commissions 3.3 4.3 Leases and rent 1.4 2.5 Customer deposits 1.3 1.1 Other 6.7 6.1 $ 153.4 $ 166.1 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Income Tax Disclosure [Abstract] | |
Pretax Income (Loss) | Pretax income (loss) was generated from the following sources for each of the three fiscal years in the period ended October 1, 2017 (amounts in millions): 2017 2016 2015 Domestic $ (110.4 ) $ (112.5 ) $ (14.9 ) Foreign 246.5 87.1 111.8 Total $ 136.1 $ (25.4 ) $ 96.9 |
Provision (Benefit) of Income Taxes | The provision for (benefit from) income taxes consisted of the following components for each of the three fiscal years in the period ended October 1, 2017 (amounts in millions): 2017 2016 2015 Current: Federal $ 0.8 $ — $ — State 0.6 0.2 0.2 Foreign 12.2 4.3 4.2 Deferred: Federal 2.5 4.1 4.6 State 0.4 0.2 — Foreign (56.7 ) (1.6 ) 3.3 $ (40.2 ) $ 7.2 $ 12.3 |
Reconciliation of income Tax Computed at the Federal Statutary Rate | The following is a reconciliation of income tax computed at the federal statutory rate to our actual tax expense for each of the three fiscal years in the period ended October 1, 2017 (amounts in millions): 2017 2016 2015 Tax computed at federal statutory rate $ 47.6 $ (8.9 ) $ 33.9 State taxes, net of federal impact 0.5 0.5 (2.1 ) Foreign income taxed at different rates (78.5 ) (7.0 ) (33.1 ) Tax credits and incentives (8.8 ) (10.7 ) (5.1 ) Stock award compensation (13.9 ) (4.6 ) 1.3 Unrecognized tax benefits 11.4 30.6 3.7 Sale/transfer of assets 5.6 (45.6 ) — U.S. tax on foreign income 54.7 2.0 1.3 Non-deductible permanent items — 6.2 0.9 Expiration of tax attributes 20.0 5.0 — Investment in foreign subsidiaries (0.2 ) 2.7 (0.5 ) Withholding taxes — 1.1 (0.3 ) Deferred tax remeasurement (4.0 ) — — Other differences, net 2.6 0.6 (1.0 ) Valuation allowance (77.2 ) 35.3 13.3 $ (40.2 ) $ 7.2 $ 12.3 |
Components of Deferred Tax Assets (Liabilities) | The tax effected deferred tax assets (liabilities) are comprised of the following components (amounts in millions): October 1, October 2, 2016 Accounts receivable, net $ 2.3 $ 2.1 Inventories 23.5 18.8 Accrued employee benefit expenses 4.0 10.0 Net operating losses 136.5 216.1 Tax credits and incentives 236.4 238.0 Accrued other expenses 16.0 10.3 Deferred equity compensation 20.7 20.0 Property and equipment, net 6.6 4.4 Debt issuance costs 17.3 20.9 Other assets 12.7 12.3 Total deferred tax assets 476.0 552.9 Intangible assets (131.1 ) (176.8 ) Investment in foreign subsidiaries (2.3 ) (2.5 ) Total deferred tax liabilities (133.4 ) (179.3 ) Less valuation allowance (379.2 ) (456.4 ) $ (36.6 ) $ (82.8 ) |
Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (amounts in millions): October 1, October 2, September 27, 2015 Beginning gross unrecognized tax benefits $ 319.0 $ 121.8 $ 97.7 Additions based on tax positions related to the current year 21.8 33.1 3.5 Additions based on current year acquisitions 0.4 132.6 16.2 Additions based on tax positions of prior years 3.4 36.3 4.8 Reductions based on tax positions of prior years (65.9 ) — — Reductions for lapses and settlements (0.2 ) (4.8 ) (0.4 ) Ending gross unrecognized tax benefit $ 278.5 $ 319.0 $ 121.8 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments and Interest Rates | T |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities consisted of (amounts in millions): October 1, October 2, Unrecognized tax benefits $ 71.1 $ 70.6 Deferred rent 13.5 17.2 Pension and retirement 14.4 14.2 Restructuring 3.5 4.2 Other 7.5 9.6 Total $ 110.0 $ 115.8 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | Activity and price information related to restricted stock awards are as follows (quantity in millions): Quantity Weighted-Average Grant Price Outstanding at September 28, 2014 3.1 Assumed from acquisition 0.3 $ 33.01 Granted 1.3 $ 29.37 Vested (1.5 ) Forfeited (0.2 ) Outstanding at September 27, 2015 3.0 Assumed from acquisition 1.9 $ 29.77 Granted 1.3 $ 32.15 Vested (2.1 ) Forfeited (0.5 ) Outstanding at October 2, 2016 3.6 Granted 1.6 $ 47.35 Vested (2.2 ) Forfeited (0.2 ) Outstanding at October 1, 2017 2.8 |
Schedule of Performance Incentive Plan Vesting Levels | 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% |
Schedule of Nonvested Performance-based Units Activity | Activity and price information related to performance units are as follows (quantity reported at target and in millions): Quantity Outstanding at September 28, 2014 0.7 Granted 0.3 Vested (0.3 ) Outstanding at September 27, 2015 0.7 Granted 1.5 Vested (0.5 ) Outstanding at October 2, 2016 1.7 Granted 0.2 Vested (0.5 ) Outstanding at October 1, 2017 1.4 |
Activity and Price Information Related to Stock Options and Stock Appreciation Rights | Activity and price information related to stock options and stock appreciation rights are as follows (quantity and intrinsic value in millions): Quantity Weighted-Average Exercise Price Intrinsic Value Weighted Average Remaining Life (Years) Outstanding at September 28, 2014 2.7 $ 22.70 $ 7.4 2.0 Assumed from acquisition 0.2 $ 24.18 Exercised (2.1 ) $ 23.83 $ 15.8 Forfeited (0.1 ) $ 23.90 Outstanding at September 27, 2015 0.7 $ 19.60 $ 9.1 4.0 Exercised (0.2 ) $ 21.16 Forfeited — $ 21.44 Outstanding at October 2, 2016 0.5 $ 18.75 $ 10.7 3.5 Exercised (0.2 ) $ 18.98 Forfeited — $ 21.63 Outstanding at October 1, 2017 0.3 $ 18.59 $ 10.2 2.78 Exercisable at October 1, 2017 0.3 $ 18.38 $ 10.0 2.67 Exercisable and expected to vest after October 1, 2017 0.3 $ 18.59 $ 10.2 2.78 |
Schedule Of Additional Information About Stock Options and Stock Appreciation Rights Outstanding | Quantity and weighted-average exercise prices related to stock options and stock appreciation rights outstanding as of October 1, 2017 and stratified by exercise price are as follows (quantity in millions): Exercisable Outstanding Exercise Price Quantity Weighted-Average Exercise Price Quantity Weighted-Average Exercise Price Less than or equal to $20.00 0.2 $ 14.16 0.2 $ 14.17 Greater than $20.00 0.1 $ 25.42 0.1 $ 25.49 0.3 $ 18.38 0.3 $ 18.59 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Aggregate Undiscounted Future Minimum Rental Payments | The aggregate undiscounted future minimum rental payments under these leases are as follows (amounts in millions): 2018 2019 2020 2021 2022 Thereafter $ 27.7 $ 25.3 $ 23.3 $ 17.4 $ 9.8 $ 14.6 |
Restructuring and Severance C34
Restructuring and Severance Charges (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Restructuring and Related Activities [Abstract] | |
Reflects the restructuring activities and the accrued liabilities | The following table reflects the related restructuring activities and the accrued liabilities at the dates below (amounts in millions): Employee Severance Contract Termination Costs Other Associated Costs Total Balance at October 2, 2016 $ 2.5 $ 4.6 $ 0.4 $ 7.5 Provisions 15.0 6.7 1.9 23.6 Reversal of prior provision (0.3 ) (0.1 ) — (0.4 ) Cash expenditures (8.6 ) (3.2 ) (0.4 ) (12.2 ) Other non-cash settlement (0.1 ) 0.4 (0.2 ) 0.1 Balance at October 1, 2017 $ 8.5 $ 8.4 $ 1.7 $ 18.6 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Segment Reporting [Abstract] | |
Net Sales, End Market and Long Lived Assets by Geographic Area | Property and equipment, net by geographic area are as follows (amounts in millions): 2017 2016 2015 United States $ 138.9 $ 119.2 $ 117.6 Europe 18.3 16.4 13.9 Asia 23.1 22.6 18.9 Other 17.3 16.7 2.3 Total $ 197.6 $ 174.9 $ 152.7 Net sales based on a customer's ship-to location and by estimated end market are as follows (amounts in millions): 2017 2016 2015 United States $ 597.8 $ 628.2 $ 610.0 Europe 230.7 222.8 189.8 Asia 922.0 749.2 399.7 Other 61.3 54.8 46.1 Total $ 1,811.8 $ 1,655.0 $ 1,245.6 Aerospace & Defense $ 473.4 $ 495.4 $ 527.2 Communications 641.0 618.0 439.8 Data Center 421.4 276.9 11.9 Industrial 276.0 264.7 266.7 Total $ 1,811.8 $ 1,655.0 $ 1,245.6 |
Unaudited Selected Quarterly 36
Unaudited Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Oct. 01, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | Selected quarterly financial data are as follows (amounts in millions, except earnings (loss) per share): Quarters ended in fiscal year 2017 October 1, July 2, April 2, January 1, Net sales $ 475.3 $ 458.1 $ 442.9 $ 435.5 Cost of sales (excluding amortization of intangible assets) $ 171.2 $ 165.4 $ 158.8 $ 158.9 Gross profit $ 304.1 $ 292.7 $ 284.1 $ 276.6 Net income $ 102.0 $ 13.6 $ 41.2 $ 19.5 Basic earnings per share $ 0.88 $ 0.12 $ 0.36 $ 0.17 Diluted earnings per share $ 0.87 $ 0.12 $ 0.35 $ 0.17 Quarters ended in fiscal year 2016 October 2, July 3, April 3, January 3, Net sales $ 450.1 $ 431.4 $ 444.3 $ 329.2 Cost of sales (excluding amortization of intangible assets) $ 168.3 $ 164.5 $ 243.7 $ 141.4 Gross profit $ 281.8 $ 266.9 $ 200.6 $ 187.8 Net income (loss) $ 40.5 $ 115.2 $ (212.0 ) $ 23.7 Basic earnings (loss) per share $ 0.36 $ 1.03 $ (1.93 ) $ 0.25 Diluted earnings (loss) per share $ 0.35 $ 1.00 $ (1.93 ) $ 0.25 |
Description of business and s37
Description of business and summary of significant accounting policies - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 01, 2017USD ($) | Jul. 02, 2017USD ($) | Apr. 02, 2017USD ($) | Jan. 01, 2017USD ($) | Oct. 02, 2016USD ($) | Jul. 03, 2016USD ($) | Apr. 03, 2016USD ($) | Jan. 03, 2016USD ($) | Jul. 02, 2017segment | Oct. 01, 2017USD ($)segmentshares | Oct. 02, 2016USD ($) | Sep. 27, 2015USD ($)shares | |
Basis of Presentation [Line Items] | ||||||||||||
Number of Reportable Segments | segment | 1 | 1 | ||||||||||
Stock awards excluded from computation of diluted EPS | shares | 0 | 200,000 | ||||||||||
Net income | $ | $ 102 | $ 13.6 | $ 41.2 | $ 19.5 | $ 40.5 | $ 115.2 | $ (212) | $ 23.7 | $ 176.3 | $ (32.6) | $ 84.6 | |
International | ||||||||||||
Basis of Presentation [Line Items] | ||||||||||||
Percentage of net sales from international market | 67.00% | 62.00% | 51.00% | |||||||||
Defense And Security | ||||||||||||
Basis of Presentation [Line Items] | ||||||||||||
Concentration of credit risk in major customer | 26.00% | |||||||||||
Internal Revenue Service (IRS) | Minimum | ||||||||||||
Basis of Presentation [Line Items] | ||||||||||||
Open tax years by major tax jurisdiction | 2,007 | |||||||||||
Internal Revenue Service (IRS) | Maximum | ||||||||||||
Basis of Presentation [Line Items] | ||||||||||||
Open tax years by major tax jurisdiction | 2,016 | |||||||||||
Restricted Stock Award | ||||||||||||
Basis of Presentation [Line Items] | ||||||||||||
Award vesting period | 3 years | 3 years |
Description of business and s38
Description of business and summary of significant accounting policies - Fair Value Measurements Using (Detail) - Measured on a recurring basis - USD ($) $ in Millions | Oct. 01, 2017 | Oct. 02, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Current | $ 1.3 | $ 1.3 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Current | 1.3 | 1.3 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Current | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable Securities, Current | $ 0 | $ 0 |
Description of business and s39
Description of business and summary of significant accounting policies - Earning Per Share (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 01, 2017 | Jul. 02, 2017 | Apr. 02, 2017 | Jan. 01, 2017 | Oct. 02, 2016 | Jul. 03, 2016 | Apr. 03, 2016 | Jan. 03, 2016 | Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||
Stock awards excluded from computation of diluted EPS | 0 | 200,000 | |||||||||
BASIC | |||||||||||
Net income (loss) | $ 102 | $ 13.6 | $ 41.2 | $ 19.5 | $ 40.5 | $ 115.2 | $ (212) | $ 23.7 | $ 176.3 | $ (32.6) | $ 84.6 |
Weighted-average common shares outstanding | 114,900,000 | 107,000,000 | 94,200,000 | ||||||||
Basic earnings (loss) per share | $ 0.88 | $ 0.12 | $ 0.36 | $ 0.17 | $ 0.36 | $ 1.03 | $ (1.93) | $ 0.25 | $ 1.54 | $ (0.31) | $ 0.90 |
DILUTED | |||||||||||
Net income (loss) | $ 102 | $ 13.6 | $ 41.2 | $ 19.5 | $ 40.5 | $ 115.2 | $ (212) | $ 23.7 | $ 176.3 | $ (32.6) | $ 84.6 |
Weighted-average common shares outstanding | 114,900,000 | 107,000,000 | 94,200,000 | ||||||||
Dilutive effect of stock awards | 2,200,000 | 0 | 1,700,000 | ||||||||
Weighted-average common shares outstanding on a diluted basis | 117,100,000 | 107,000,000 | 95,900,000 | ||||||||
Diluted earnings (loss) per share | $ 0.87 | $ 0.12 | $ 0.35 | $ 0.17 | $ 0.35 | $ 1 | $ (1.93) | $ 0.25 | $ 1.51 | $ (0.31) | $ 0.88 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Millions | Oct. 01, 2017 | Oct. 02, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 42.5 | $ 32.8 |
Work in progress | 120.6 | 112.8 |
Finished goods | 76 | 67.5 |
Total | $ 239.1 | $ 213.1 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 612.7 | $ 548 | |
Accumulated depreciation | (427.8) | (382.2) | |
Land | 1.5 | 1.5 | |
Construction in progress | 11.2 | 7.6 | |
Property and equipment, net | $ 197.6 | 174.9 | $ 152.7 |
Property plant and equipment useful life | Shorter of asset life or life of lease | ||
Depreciation expense | $ 48.7 | 46.1 | $ 36.2 |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 41.8 | 37.2 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 498.8 | 439.3 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 9 | 8.9 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 63.1 | $ 62.6 | |
Property plant and equipment useful life | Shorter of asset life or life of lease | ||
Minimum | Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment useful life | 20 years | ||
Minimum | Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment useful life | 3 years | ||
Minimum | Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment useful life | 5 years | ||
Maximum | Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment useful life | 40 years | ||
Maximum | Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment useful life | 10 years | ||
Maximum | Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment useful life | 10 years |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets, Net - Goodwill and Intangible Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Gross Carrying Value | $ 1,408.4 | $ 1,270.6 | |
Accumulated Amortization | (663.1) | (577) | |
Goodwill | 2,497.3 | 2,479.4 | $ 1,139.3 |
Completed technology | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Gross Carrying Value | 1,076.8 | 907.7 | |
Accumulated Amortization | (405.9) | (335.1) | |
Customer relationships | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Gross Carrying Value | 323.4 | 338 | |
Accumulated Amortization | (249.6) | (219.2) | |
Backlog, trade name and other | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Gross Carrying Value | 8.2 | 24.9 | |
Accumulated Amortization | $ (7.6) | (22.7) | |
Minimum | Completed technology | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Life (years) | 2 years | ||
Minimum | Customer relationships | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Life (years) | 4 years | ||
Minimum | Backlog, trade name and other | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Life (years) | 1 year | ||
Maximum | Completed technology | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Life (years) | 15 years | ||
Maximum | Customer relationships | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Life (years) | 15 years | ||
Maximum | Backlog, trade name and other | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Life (years) | 5 years | ||
In Process Research and Development [Member] | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 7 | $ 241 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets, Net - Reconciliation of Goodwill (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Oct. 01, 2017 | Oct. 02, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 2,479.4 | $ 1,139.3 |
Additions from acquisitions | 10.6 | 1,472.3 |
Reductions from divestitures | 0.1 | (125) |
Carrying value of goodwill classified as assets held for sale | 7.2 | (7.2) |
Ending balance | $ 2,497.3 | $ 2,479.4 |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets, Net - Amortization of Intangible Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Amortization of intangible assets | $ 191.7 | $ 161.2 | $ 96.5 |
Completed technology | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Amortization of intangible assets | 143.7 | 108.7 | 50.4 |
Customer relationships | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Amortization of intangible assets | 45.7 | 46.5 | 44.6 |
Backlog, trade name and other | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Amortization of intangible assets | $ 2.3 | $ 6 | $ 1.5 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets, Net - Estimated Amortization Expense (Detail) $ in Millions | Oct. 01, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 165.9 |
2,019 | 146.1 |
2,020 | 140.8 |
2,021 | 140.7 |
2,022 | 82.1 |
Thereafter | $ 69.7 |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) $ in Millions | Oct. 01, 2017 | Oct. 02, 2016 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Payroll, bonus and employee benefits | $ 32.7 | $ 53.8 |
Interest | 24.2 | 31.2 |
Deferred revenue | 24 | 15.1 |
Restructuring and severance | 16.8 | 4.6 |
Licenses | 13.6 | 26 |
Outside services | 11.9 | 12.8 |
Income, property and sales taxes | 11.9 | 1.1 |
Warranties | 5.6 | 7.5 |
Commissions | 3.3 | 4.3 |
Leases and rent | 1.4 | 2.5 |
Customer deposits | 1.3 | 1.1 |
Other | 6.7 | 6.1 |
Total | $ 153.4 | $ 166.1 |
Income Taxes - Pretax Income (L
Income Taxes - Pretax Income (Loss) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Disclosure - Pretax Income (Loss) [Abstract] | |||
Domestic | $ (110.4) | $ (112.5) | $ (14.9) |
Foreign | 246.5 | 87.1 | 111.8 |
Income (loss) before income taxes | $ 136.1 | $ (25.4) | $ 96.9 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal | $ 0.8 | $ 0 | $ 0 |
State | 0.6 | 0.2 | 0.2 |
Foreign | 12.2 | 4.3 | 4.2 |
Federal | 2.5 | 4.1 | 4.6 |
State | 0.4 | 0.2 | 0 |
Foreign | (56.7) | (1.6) | 3.3 |
Income Tax Expense (Benefit) | $ (40.2) | $ 7.2 | $ 12.3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Income Taxes [Line Items] | |||
Income Tax Expense (Benefit) | $ (40.2) | $ 7.2 | $ 12.3 |
Income (loss) before income taxes | 136.1 | (25.4) | 96.9 |
Increase in valuation allowance | 77.2 | 205.9 | |
Excess tax benefit from employee stock compensation | 144.3 | ||
Tax credits that carryforward indefinitely | 1.9 | ||
Alternative minimum tax | 11.2 | ||
Deferred Tax Assets, Capital Loss Carryforwards | 0.6 | ||
Undistributed earnings of foreign operations | 904.3 | 793.8 | |
Unrecognized tax benefit, interest and penalties | 4.2 | 3.7 | $ 0.7 |
Unrecognized tax benefit, cumulative interest and penalties | 38 | $ 42.2 | |
Unrecognized tax benefit that would impact effective tax rate | 107.4 | ||
within the next twelve months | |||
Income Taxes [Line Items] | |||
Anticipated decrease in unrecognized tax benefits | 18 | ||
Internal Revenue Service (IRS) | |||
Income Taxes [Line Items] | |||
Net operating losses carryforward, subject to expiration | 526.2 | ||
Research and experimentation credits | 103.4 | ||
Federal foreign tax credits | 34.5 | ||
State and Local Jurisdiction | |||
Income Taxes [Line Items] | |||
Net operating losses carryforward, subject to expiration | 730.3 | ||
Research and experimentation credits | 98.5 | ||
Foreign Country | |||
Income Taxes [Line Items] | |||
Research and experimentation credits | 116.9 | ||
Tax credit related to incentive deductions | $ 34.2 | ||
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 | 2,016 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Computed at the Federal Statutory Rate to Actual Tax Expenses (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Income Tax Disclosure [Abstract] | |||
Tax computed at federal statutory rate | $ 47.6 | $ (8.9) | $ 33.9 |
State taxes, net of federal impact | 0.5 | 0.5 | (2.1) |
Foreign income taxed at different rates | (78.5) | (7) | (33.1) |
Tax credits and incentives | (8.8) | (10.7) | (5.1) |
Stock award compensation | (13.9) | (4.6) | 1.3 |
Unrecognized tax benefits | 11.4 | 30.6 | 3.7 |
Sale/transfer of assets | 5.6 | (45.6) | 0 |
U.S. tax on foreign income | 54.7 | 2 | 1.3 |
Non-deductible permanent items | 0 | 6.2 | 0.9 |
Expiration of tax attributes | 20 | 5 | 0 |
Investment in foreign subsidiaries | (0.2) | 2.7 | (0.5) |
Withholding taxes | 0 | 1.1 | (0.3) |
Foreign income tax rate changes | (4) | 0 | 0 |
Other differences, net | 2.6 | 0.6 | (1) |
Valuation allowance | (77.2) | 35.3 | 13.3 |
Income Tax Expense (Benefit) | $ (40.2) | $ 7.2 | $ 12.3 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Millions | Oct. 01, 2017 | Oct. 02, 2016 |
Income Tax Disclosure [Abstract] | ||
Accounts receivable, net | $ 2.3 | $ 2.1 |
Inventories | 23.5 | 18.8 |
Accrued employee benefit expenses | 4 | 10 |
Net operating losses | 136.5 | 216.1 |
Tax credits | 236.4 | 238 |
Accrued other expenses | 16 | 10.3 |
Deferred equity compensation | 20.7 | 20 |
Property and equipment, net | (6.6) | (4.4) |
Debt issuance costs | 17.3 | 20.9 |
Other assets | 12.7 | 12.3 |
Total deferred tax assets | 476 | 552.9 |
Intangible assets | (131.1) | (176.8) |
Foreign declared dividend | (2.3) | (2.5) |
Total deferred tax liabilities | (133.4) | (179.3) |
Less valuation allowance | (379.2) | (456.4) |
Deferred tax assets (liabilities), net | $ (36.6) | $ (82.8) |
Income Taxes - Reconciliation52
Income Taxes - Reconciliation of the Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning gross unrecognized tax benefits | $ 319 | $ 121.8 | $ 97.7 |
Additions based on tax positions related to the current year | 21.8 | 33.1 | 3.5 |
Additions based on current year acquisitions | 0.4 | 132.6 | 16.2 |
Additions based on tax positions of prior years | 3.4 | 36.3 | 4.8 |
Reductions based on tax positions of prior years | 65.9 | 0 | 0 |
Reductions for lapses and settlements | (0.2) | (4.8) | (0.4) |
Ending gross unrecognized tax benefit | $ 278.5 | $ 319 | $ 121.8 |
Debt (Detail)
Debt (Detail) | May 25, 2017USD ($) | May 17, 2017USD ($) | Jan. 15, 2016USD ($) | Jul. 02, 2017 | Jul. 03, 2016USD ($) | Oct. 01, 2017USD ($) | Oct. 02, 2016USD ($) | Sep. 27, 2015USD ($) |
Line of Credit Facility [Line Items] | ||||||||
Line of credit, obligation limit as percentage of assets or revenues | 5.00% | |||||||
Line of credit, subsidiary limit to be become a guarantor of consolidated assets | 15.00% | |||||||
Line of credit, subsidiary limit to be become a guarantor of consolidated revenues | 15.00% | |||||||
Debt Financing Fees Including Gain (Loss) On Extinguishment of Debt | $ 2,500,000 | $ 19,100,000 | ||||||
Debt Issuance Costs, Line of Credit Arrangements, Net | 35,100,000 | 44,000,000 | ||||||
Debt Financing Fees, Related to Gain (Loss) On Extinguishment Of Debt, Included In Operating Activities | 800,000 | 16,100,000 | ||||||
Payments of Debt Issuance Costs | $ 3,000,000 | $ 1,700,000 | $ 53,800,000 | $ 8,700,000 | ||||
Amended and Restated Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Excess cash flow percentage | 25.00% | |||||||
Term One | Amended and Restated Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Consolidated net leverage ratio, percentage | 50.00% | |||||||
Consolidated net leverage ratio | 3 | |||||||
Term Two | Amended and Restated Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Consolidated net leverage ratio, percentage | 25.00% | |||||||
Consolidated net leverage ratio | 3 | |||||||
Term Three | Amended and Restated Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Consolidated net leverage ratio, percentage | 0.00% | |||||||
Consolidated net leverage ratio | 2.50 | |||||||
Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 375,000,000 | |||||||
Line of Credit Facility, Increase (Decrease), Net | $ 50,000,000 | |||||||
Revolving Loans And Swingline | Amended and Restated Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Debt | $ 0 | |||||||
Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Periodic Payment, Principal | 1,831,700,000 | |||||||
Debt Instrument, Face Amount | 1,552,500,000 | |||||||
Debt Instrument, Fair Value Disclosure | 1,552,600,000 | |||||||
Term Loan | Term Loan A Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Periodic Payment, Percentage Of Original Principal | 1.25% | |||||||
Term Loan | Term Loan B Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Periodic Payment, Percentage Of Original Principal | 0.25% | |||||||
Incremental Term Loan Facility | Term Loan A Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 757,800,000 | |||||||
Incremental Term Loan Facility | Term Loan B Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Periodic Payment, Principal | 794,700,000 | |||||||
Unsecured Debt [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.125% | |||||||
Debt Instrument, Periodic Payment, Principal | 1,871,600,000 | |||||||
Debt Instrument, Face Amount | $ 170,757,000 | $ 450,000,000 | 279,200,000 | |||||
Debt Instrument, Repurchase Amount | 201,700,000 | |||||||
Debt Instrument, Fair Value Disclosure | $ 319,000,000 | |||||||
Gain (Loss) on Extinguishment of Debt | $ (32,500,000) | |||||||
Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||||
Base Rate | Revolving Loans And Swingline | Amended and Restated Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||||||
Basis spread on variable rate | 0.75% | |||||||
Base Rate | Incremental Term Loan Facility | Term Loan A Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||||||
Basis spread on variable rate | 0.75% | |||||||
Base Rate | Incremental Term Loan Facility | Term Loan B Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||||||
Basis spread on variable rate | 1.25% | |||||||
Eurodollar Rate | Revolving Loans And Swingline | Amended and Restated Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.75% | |||||||
Eurodollar Rate | Incremental Term Loan Facility | Term Loan A Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.75% | |||||||
Eurodollar Rate | Incremental Term Loan Facility | Term Loan B Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 2.25% | |||||||
Applicable Rate | Revolving Loans And Swingline | Amended and Restated Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Interest Rate During Period | 2.98278% | |||||||
Applicable Rate | Incremental Term Loan Facility | Term Loan A Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Interest Rate During Period | 3.053% | |||||||
Applicable Rate | Incremental Term Loan Facility | Term Loan B Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Interest Rate During Period | 3.553% | |||||||
Line of Credit [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | $ 4,500,000 | |||||||
First Two Years Following Closing Date [Member] | Term Loan | Term Loan A Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Payment Term | 2 years | |||||||
Remaining Three Years [Member] | Term Loan | Term Loan A Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Periodic Payment, Percentage Of Original Principal | 2.50% |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Detail) - USD ($) $ in Millions | Oct. 01, 2017 | Oct. 02, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 71.1 | $ 70.6 |
Deferred rent | 13.5 | 17.2 |
Pension and retirement | 14.4 | 14.2 |
Restructuring | 3.5 | 4.2 |
Other | 7.5 | 9.6 |
Total | $ 110 | $ 115.8 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Detail) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2016$ / sharesshares | Feb. 28, 2016USD ($)shares | Jul. 03, 2016 | Oct. 01, 2017USD ($)shares | Oct. 02, 2016USD ($)shares | Sep. 27, 2015USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ | $ 89,000,000 | $ 101,000,000 | $ 49,800,000 | |||
Unamortized compensation expense related to unvested options and restricted stock awards, net of forfeitures | $ | $ 75,100,000 | |||||
Compensation expense related to nonvested restricted stock options, recognition periods | 1 year 3 months 18 days | |||||
Common stock for delivery under awards that have been and may be granted | 7,700,000 | 12,300,000 | 11,700,000 | |||
Stock Option Plan 2008 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [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 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Grant Awards Limit, Value | $ | $ 400,000 | |||||
Stock Option Plan 2008 | Board of Directors Chairman | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Grant Awards Limit, Value | $ | $ 600,000 | |||||
Performance stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Restricted Stock Units (RSUs) | 2008 Performance Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of units authorized under the plan (in shares) | 1,000,000 | |||||
Award vesting period | 5 years | |||||
Threshold number of trading days for vesting level achievement | 20 days | |||||
Stock Price Level (in dollars per share) | $ / shares | $ 50 | |||||
Percentage of Total Award that Vests (no more than) | 100.00% | |||||
Restricted Stock Units (RSUs) | 2008 Performance Incentive Plan | Performance Level One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Price Level (in dollars per share) | $ / shares | $ 50 | |||||
Number of accelerated shares vested | 160,000 | |||||
Percentage of Total Award that Vests (no more than) | 25.00% | |||||
Restricted Stock Units (RSUs) | 2008 Performance Incentive Plan | Performance Level Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Price Level (in dollars per share) | $ / shares | $ 60 | |||||
Number of accelerated shares vested | 320,000 | |||||
Percentage of Total Award that Vests (no more than) | 50.00% | |||||
Restricted Stock Units (RSUs) | 2008 Performance Incentive Plan | Performance Level Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Price Level (in dollars per share) | $ / shares | $ 70 | |||||
Number of accelerated shares vested | 500,000 | |||||
Percentage of Total Award that Vests (no more than) | 25.00% |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards Activity and Price (Detail) - $ / shares shares in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2016 | Jul. 02, 2017 | Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Restricted Stock Award | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | 3 years | |||
Restricted Stock Awards | |||||
Outstanding and Nonvested, Balance | 3.6 | 3.6 | 3 | 3.1 | |
Granted | 1.6 | 1.3 | 1.3 | ||
Assumed from acquisition | 1.9 | 0.3 | |||
Vested | (2.2) | (2.1) | (1.5) | ||
Canceled | (0.2) | (0.5) | (0.2) | ||
Outstanding and Nonvested, Balance | 2.8 | 3.6 | 3 | ||
Weighted- Average Grant Price | |||||
Granted | $ 47.35 | $ 32.15 | $ 29.37 | ||
Assumed from acquisition | $ 29.77 | $ 33.01 | |||
Stock Option Plan 2008 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional shares to the shares limit in common stock | 4.8 |
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] | |
Stock Price Level (in dollars per share) | $ 50 |
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 (in dollars per share) | $ 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 (in dollars per share) | $ 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 (in dollars per share) | $ 70 |
Percentage of Total Award That Vests | 25.00% |
Stock-Based Compensation - Pe58
Stock-Based Compensation - Performance Shares (Details) - Performance stock units - shares shares in Millions | 9 Months Ended | 12 Months Ended | |||
Jul. 03, 2016 | Jun. 29, 2014 | Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Vesting percentage relative to net sales | 70.00% | ||||
Vesting percentage relative to earnings per share | 30.00% | ||||
Performance Based Compensation Percentage | 225.00% | ||||
Performance Based Compensation, Shares Awarded as a Percentage of Grants, Peer Group Based | 120.00% | ||||
Performance Units | |||||
Outstanding and Nonvested, Balance | 0.7 | 1.7 | 0.7 | 0.7 | |
Granted | 0.2 | 1.5 | 0.3 | ||
Vested | (0.5) | (0.5) | (0.3) | ||
Outstanding and Nonvested, Balance | 1.4 | 1.7 | 0.7 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity and Stock Appreciation Rights (Detail) - Employee Stock Option And Stock Appreciation Rights - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | Sep. 28, 2014 | |
Stock Options | ||||
Outstanding Beginning Balance | 0.5 | 0.7 | 2.7 | |
Assumed from acquisition | 0.2 | |||
Exercised | (0.2) | (0.2) | (2.1) | |
Forfeited | 0 | 0 | (0.1) | |
Outstanding Ending Balance | 0.3 | 0.5 | 0.7 | 2.7 |
Exercisable stock options | 0.3 | |||
Exercisable and expected to vest stock options | 0.3 | |||
Weighted average Exercise Price | ||||
Outstanding Beginning Balance | $ 18.75 | $ 19.60 | $ 22.70 | |
Assumed from acquisition | 24.18 | |||
Exercised | 18.98 | 21.16 | 23.83 | |
Forfeited | 21.63 | 21.44 | 23.90 | |
Outstanding Ending Balance | 18.59 | $ 18.75 | $ 19.60 | $ 22.70 |
Exercisable stock options, Weighted Average Exercise Price | 18.38 | |||
Exercisable and expected to vest stock options, Weighted Average Exercise Price | $ 18.59 | |||
Intrinsic Value | ||||
Outstanding, Intrinsic Value | $ 10.2 | $ 10.7 | $ 9.1 | $ 7.4 |
Exercised, Intrinsic Value | $ 15.8 | |||
Exercisable stock options, Intrinsic Value | 10 | |||
Exercisable and expected to vest stock options, Intrinsic Value | $ 10.2 | |||
Weighted Average Remaining Life | ||||
Outstanding, Weighted Average Remaining Life | 2 years 9 months 10 days | 3 years 6 months | 4 years | 2 years |
Exercisable stock options, Weighted Average Remaining Life | 2 years 8 months 1 day | |||
Exercisable and expected to vest stock options, Weighted Average Remaining Life | 2 years 9 months 10 days |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option and Stock Appreciation Right Exercise Price Range (Details) - Employee Stock Option And Stock Appreciation Rights shares in Millions | Oct. 01, 2017$ / sharesshares |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable stock options, Quantity | shares | 0.3 |
Exercisable stock options, Weighted Average Exercise Price | $ / shares | $ 18.38 |
Outstanding stock options, Quantity | shares | 0.3 |
Outstanding stock options, Weighted Average Exercise Price | $ / shares | $ 18.59 |
Less than or equal to $20.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable stock options, Quantity | shares | 0.2 |
Exercisable stock options, Weighted Average Exercise Price | $ / shares | $ 14.16 |
Outstanding stock options, Quantity | shares | 0.2 |
Outstanding stock options, Weighted Average Exercise Price | $ / shares | $ 14.17 |
Greater than $20.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable stock options, Quantity | shares | 0.1 |
Exercisable stock options, Weighted Average Exercise Price | $ / shares | $ 25.42 |
Outstanding stock options, Quantity | shares | 0.1 |
Outstanding stock options, Weighted Average Exercise Price | $ / shares | $ 25.49 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) | 12 Months Ended | ||||
Oct. 01, 2017USD ($)Year | Oct. 02, 2016USD ($) | Sep. 27, 2015USD ($) | Sep. 30, 2012 | Oct. 02, 2011 | |
Postemployment Benefits [Abstract] | |||||
Maximum annual contribution per employee, percent | 50.00% | ||||
Minimum age employee may contribute additional percentage of wages | Year | 50 | ||||
Maximum additional contribution allowed after age 50, percent | 75.00% | ||||
Employer contributions | $ 4,400,000 | ||||
Period of active service | 10 years | ||||
Fair value of plan assets | $ 4,300,000 | ||||
Benefit obligations | 3,900,000 | $ 6,600,000 | |||
Unrealized actuarial loss on pension benefits | $ (100,000) | $ (3,900,000) | $ (300,000) | ||
Discount rate assumption | 1.60% | 2.80% | 1.00% | 2.10% | |
Estimated future employer contributions in the next twelve months | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Aggregate Undiscounted Future Minimum Rental Payments (Detail) $ in Millions | Oct. 01, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 27.7 |
2,017 | 25.3 |
2,018 | 23.3 |
2,019 | 17.4 |
2,020 | 9.8 |
Thereafter | $ 14.6 |
Commitments and Contingencies63
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Lease expense | $ 27.5 | $ 23.7 | $ 21.5 |
Accrued workers' compensation liabilities | $ 1.6 | $ 1.7 |
Restructuring and Severance C64
Restructuring and Severance Charges - Additional Information (Detail) $ in Millions | 12 Months Ended |
Oct. 01, 2017USD ($) | |
Schedule of Status of Facilities by Location [Line Items] | |
Document Fiscal Year Focus | 2,017 |
Employee Severance | |
Schedule of Status of Facilities by Location [Line Items] | |
Restructuring, Reversal of Prior Provision | $ 14.7 |
Other Associated Costs | |
Schedule of Status of Facilities by Location [Line Items] | |
Restructuring, Settlement and Impairment Provisions | 1.9 |
Other Facilities | |
Schedule of Status of Facilities by Location [Line Items] | |
Restructuring, Settlement and Impairment Provisions | 23.6 |
Reversal of prior provision | (0.4) |
Other Facilities | Employee Severance | |
Schedule of Status of Facilities by Location [Line Items] | |
Restructuring, Settlement and Impairment Provisions | 15 |
Reversal of prior provision | (0.3) |
Other Facilities | Contract Termination Costs | |
Schedule of Status of Facilities by Location [Line Items] | |
Restructuring, Settlement and Impairment Provisions | 6.7 |
Reversal of prior provision | (0.1) |
Other Facilities | Other Associated Costs | |
Schedule of Status of Facilities by Location [Line Items] | |
Restructuring, Settlement and Impairment Provisions | 1.9 |
Reversal of prior provision | $ 0 |
Restructuring and Severance C65
Restructuring and Severance Charges - Restructuring Activities and Accrued Liabilities in the Consolidated Balance Sheets (Detail) $ in Millions | 12 Months Ended |
Oct. 01, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | $ 4.2 |
Ending Balance | 3.5 |
Other Associated Costs | |
Restructuring Cost and Reserve [Line Items] | |
Provisions | (1.9) |
Other Facilities | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 7.5 |
Provisions | (23.6) |
Reversal of prior provision | (0.4) |
Cash expenditures | (12.2) |
Other non-cash settlement | 0.1 |
Ending Balance | 18.6 |
Other Facilities | Employee Severance | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 2.5 |
Provisions | (15) |
Reversal of prior provision | (0.3) |
Cash expenditures | (8.6) |
Other non-cash settlement | (0.1) |
Ending Balance | 8.5 |
Other Facilities | Contract Termination Costs | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 4.6 |
Provisions | (6.7) |
Reversal of prior provision | (0.1) |
Cash expenditures | (3.2) |
Other non-cash settlement | 0.4 |
Ending Balance | 8.4 |
Other Facilities | Other Associated Costs | |
Restructuring Cost and Reserve [Line Items] | |
Beginning Balance | 0.4 |
Provisions | (1.9) |
Reversal of prior provision | 0 |
Cash expenditures | (0.4) |
Other non-cash settlement | (0.2) |
Ending Balance | $ 1.7 |
Segment Information - Net Sales
Segment Information - Net Sales by the Originating Geographic Area and Estimated End Market (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 01, 2017USD ($) | Jul. 02, 2017USD ($) | Apr. 02, 2017USD ($) | Jan. 01, 2017USD ($) | Oct. 02, 2016USD ($) | Jul. 03, 2016USD ($) | Apr. 03, 2016USD ($) | Jan. 03, 2016USD ($) | Jul. 02, 2017segment | Oct. 01, 2017USD ($)segment | Oct. 02, 2016USD ($) | Sep. 27, 2015USD ($) | |
Segment Reporting Disclosure [Line Items] | ||||||||||||
Number of Reportable Segments | segment | 1 | 1 | ||||||||||
Net Sales | $ 475.3 | $ 458.1 | $ 442.9 | $ 435.5 | $ 450.1 | $ 431.4 | $ 444.3 | $ 329.2 | $ 1,811.8 | $ 1,655 | $ 1,245.6 | |
Aerospace | ||||||||||||
Segment Reporting Disclosure [Line Items] | ||||||||||||
Net Sales | 473.4 | 495.4 | 527.2 | |||||||||
Communication | ||||||||||||
Segment Reporting Disclosure [Line Items] | ||||||||||||
Net Sales | $ 641 | 618 | 439.8 | |||||||||
Defense And Security | ||||||||||||
Segment Reporting Disclosure [Line Items] | ||||||||||||
Concentration of credit risk in major customer | 26.00% | |||||||||||
Net Sales | $ 421.4 | 276.9 | 11.9 | |||||||||
Industrial | ||||||||||||
Segment Reporting Disclosure [Line Items] | ||||||||||||
Net Sales | 276 | 264.7 | 266.7 | |||||||||
United States | ||||||||||||
Segment Reporting Disclosure [Line Items] | ||||||||||||
Net Sales | 597.8 | 628.2 | 610 | |||||||||
Europe | ||||||||||||
Segment Reporting Disclosure [Line Items] | ||||||||||||
Net Sales | $ 230.7 | $ 222.8 | $ 189.8 | |||||||||
Asia | ||||||||||||
Segment Reporting Disclosure [Line Items] | ||||||||||||
Concentration of credit risk in major customer | 19.00% | 18.00% | 12.00% | |||||||||
Net Sales | $ 922 | $ 749.2 | $ 399.7 | |||||||||
Other Geographical [Member] | ||||||||||||
Segment Reporting Disclosure [Line Items] | ||||||||||||
Net Sales | $ 61.3 | $ 54.8 | $ 46.1 |
Segment Information - Long Live
Segment Information - Long Lived Assets by Geographic Area (Detail) - USD ($) $ in Millions | Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property and equipment, net | $ 197.6 | $ 174.9 | $ 152.7 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property and equipment, net | 138.9 | 119.2 | 117.6 |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property and equipment, net | 18.3 | 16.4 | 13.9 |
Asia | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property and equipment, net | 23.1 | 22.6 | 18.9 |
Other Geographic Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property and equipment, net | $ 17.3 | $ 16.7 | $ 2.3 |
Unaudited Selected Quarterly 68
Unaudited Selected Quarterly Financial Data - Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 01, 2017 | Jul. 02, 2017 | Apr. 02, 2017 | Jan. 01, 2017 | Oct. 02, 2016 | Jul. 03, 2016 | Apr. 03, 2016 | Jan. 03, 2016 | Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net Sales | $ 475.3 | $ 458.1 | $ 442.9 | $ 435.5 | $ 450.1 | $ 431.4 | $ 444.3 | $ 329.2 | $ 1,811.8 | $ 1,655 | $ 1,245.6 |
Cost of sales | 171.2 | 165.4 | 158.8 | 158.9 | 168.3 | 164.5 | 243.7 | 141.4 | 654.3 | 717.9 | 561.3 |
Gross profit | 304.1 | 292.7 | 284.1 | 276.6 | 281.8 | 266.9 | 200.6 | 187.8 | 1,157.5 | 937.1 | 684.3 |
Net income (loss) | $ 102 | $ 13.6 | $ 41.2 | $ 19.5 | $ 40.5 | $ 115.2 | $ (212) | $ 23.7 | $ 176.3 | $ (32.6) | $ 84.6 |
Basic earnings (loss) per share | $ 0.88 | $ 0.12 | $ 0.36 | $ 0.17 | $ 0.36 | $ 1.03 | $ (1.93) | $ 0.25 | $ 1.54 | $ (0.31) | $ 0.90 |
Diluted earnings (loss) per share | $ 0.87 | $ 0.12 | $ 0.35 | $ 0.17 | $ 0.35 | $ 1 | $ (1.93) | $ 0.25 | $ 1.51 | $ (0.31) | $ 0.88 |
Subsequent Event (Details)
Subsequent Event (Details) $ in Millions | Oct. 26, 2017USD ($) |
Subsequent Event | Vectron International | |
Subsequent Event [Line Items] | |
Payments to Acquire Businesses, Gross | $ 130 |
VALUATION AND QUALIFYING ACCO70
VALUATION AND QUALIFYING ACCOUNTS (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 01, 2017 | Oct. 02, 2016 | Sep. 27, 2015 | |
Allowance for Doubtful Accounts, Current [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | $ 41.7 | $ 26 | $ 22.2 |
Charged to costs and expenses | 2.1 | 9 | 3.1 |
Charged to other accounts | 0 | 6.7 | 0.7 |
Deductions- recoveries and write-offs | 0 | 0 | 0 |
Balance at end of period | 43.8 | 41.7 | 26 |
Tax Valuation Allowance | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | 456.4 | 250.6 | 218.9 |
Charged to costs and expenses | (77.2) | 35.3 | 13.3 |
Charged to other accounts | 0 | 170.5 | 18.4 |
Deductions- recoveries and write-offs | 0 | 0 | 0 |
Balance at end of period | $ 379.2 | $ 456.4 | $ 250.6 |