Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Sep. 28, 2013 | Nov. 18, 2013 | Mar. 30, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 28-Sep-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Registrant Name | 'Hologic Inc. | ' | ' |
Entity Central Index Key | '0000859737 | ' | ' |
Current Fiscal Year End Date | '--09-28 | ' | ' |
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 | ' | 273,128,747 | ' |
Entity Public Float | ' | ' | $6,049,671,259 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Revenues: | ' | ' | ' |
Product sales | $2,100,891 | $1,657,728 | $1,478,340 |
Service and other revenues | 391,388 | 344,924 | 311,009 |
Total revenues | 2,492,279 | 2,002,652 | 1,789,349 |
Costs and expenses: | ' | ' | ' |
Cost of product sales | 818,160 | 616,839 | 521,189 |
Cost of product sales - amortization of intangible assets | 307,895 | 201,864 | 177,456 |
Cost of product sales - impairment of intangible assets | 1,714 | ' | ' |
Cost of service and other revenues | 203,122 | 189,512 | 167,523 |
Research and development | 197,646 | 130,962 | 116,696 |
Selling and marketing | 342,137 | 322,314 | 286,730 |
General and administrative | 227,680 | 220,494 | 159,563 |
Amortization of intangible assets | 112,597 | 72,036 | 58,334 |
Contingent consideration - compensation expense | 80,010 | 81,031 | 20,002 |
Contingent consideration - fair value adjustments | 11,310 | 38,466 | -8,016 |
Impairment of goodwill | 1,117,369 | 5,826 | ' |
Gain on sale of intellectual property | -53,884 | -12,424 | -84,502 |
Acquired in-process research and development | ' | 4,500 | ' |
Restructuring and divestiture charges | 32,805 | 17,515 | -71 |
Costs and expenses, total | 3,398,561 | 1,888,935 | 1,414,904 |
(Loss) income from operations | -906,282 | 113,717 | 374,445 |
Interest income | 1,302 | 2,340 | 1,860 |
Interest expense | -281,075 | -140,287 | -114,846 |
Debt extinguishment loss | -9,209 | -42,347 | -29,891 |
Other income (expense), net | 2,303 | 4,916 | -4,182 |
(Loss) income before income taxes | -1,192,961 | -61,661 | 227,386 |
(Benefit) provision for income taxes | -20,123 | 11,973 | 70,236 |
Net (loss) income | ($1,172,838) | ($73,634) | $157,150 |
Basic net (loss) income per common share | ($4.36) | ($0.28) | $0.60 |
Diluted net (loss) income per common share | ($4.36) | ($0.28) | $0.59 |
Weighted average number of common shares outstanding: | ' | ' | ' |
Basic | 268,704 | 264,041 | 261,099 |
Diluted | 268,704 | 264,041 | 264,305 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 23, 2012 | Mar. 24, 2012 | Dec. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | ||||||||
Amounts Reclassified Out Of Accumulated Other Comprehensive Income Loss [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Net (loss) income | ($1,113,902) | [1] | ($10,950) | [1] | ($51,104) | [1] | $3,118 | [1] | ($77,767) | [2],[3] | $23,594 | [2] | ($40,273) | [2] | $20,812 | [2] | ($1,172,838) | ($73,634) | $157,150 |
Foreign currency translation adjustment | ' | ' | ' | ' | ' | ' | ' | ' | 1,373 | 6,217 | 1,088 | ||||||||
Adjustment to minimum pension liability, net | ' | ' | ' | ' | ' | ' | ' | ' | 134 | -1,484 | 764 | ||||||||
Unrealized gain on available-for-sale security | ' | ' | ' | ' | ' | ' | ' | ' | 12,094 | 62 | ' | ||||||||
Other comprehensive income | ' | ' | ' | ' | ' | ' | ' | ' | 13,601 | 4,795 | 1,852 | ||||||||
Comprehensive (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | ($1,159,237) | ($68,839) | $159,002 | ||||||||
[1] | Net income in the first quarter of fiscal 2013 includes a gain on the sale of intellectual property of $53.9 million. Net loss in the second quarter of fiscal 2013 includes restructuring charges of $12.5 million and a debt extingushment loss of $3.2 million. Net loss in the third quarter of fiscal 2013 includes restructuring charges of $6.7 million. Net loss in the fourth quarter of fiscal 2013 includes a goodwill impairment charge of $1.1 billion, restructuring charges of $9.7 million and a debt extinguishment loss of $6.0 million. | ||||||||||||||||||
[2] | Net loss in the second quarter of fiscal 2012 includes a charge for the discontinuance of the Adiana product line of $18.3 million and the loss on debt extinguishment of $42.3 million. See Note 5 for further discussion. Net loss in the fourth quarter of fiscal 2012 includes additional amortization expense from the Gen-Probe acquisition of $29.7 million, direct acquisition transaction costs of $30.7 million, and restructuring charges of $16.7 million, a goodwill impairment charge of $5.8 million and an in-process research and development charge of $4.5 million. | ||||||||||||||||||
[3] | The fourth quarter was a 14-week quarter compared to all other quarters which were 13-week quarters. |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Amounts Reclassified Out Of Accumulated Other Comprehensive Income Loss [Abstract] | ' | ' | ' |
Adjustment to minimum pension liability, tax | $58 | $636 | $327 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $822,490 | $560,430 |
Restricted cash | 6,914 | 5,696 |
Accounts receivable, less reserves of $8,798 and $6,396 respectively | 409,273 | 409,333 |
Inventories | 289,363 | 367,191 |
Deferred income tax assets | ' | 11,715 |
Prepaid income taxes | 44,745 | 69,845 |
Prepaid expenses and other current assets | 48,361 | 44,301 |
Other current assets - assets held-for-sale | 2,997 | 94,503 |
Total current assets | 1,624,143 | 1,563,014 |
Property, plant and equipment: | ' | ' |
Land | 51,633 | 51,430 |
Buildings and improvements | 171,469 | 156,665 |
Equipment and software | 318,473 | 296,776 |
Equipment under customer usage agreements | 275,696 | 249,692 |
Furniture and fixtures | 22,628 | 21,495 |
Leasehold improvements | 68,159 | 71,943 |
Property, plant and equipment, gross | 908,058 | 848,001 |
Less accumulated depreciation and amortization | -416,530 | -340,003 |
Property, plant and equipment, net | 491,528 | 507,998 |
Intangible assets, net | 3,906,722 | 4,301,250 |
Goodwill | 2,814,528 | 3,942,779 |
Other assets | 163,902 | 162,067 |
Total assets | 9,000,823 | 10,477,108 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 563,812 | 64,435 |
Accounts payable | 80,534 | 87,223 |
Accrued expenses | 271,931 | 372,381 |
Deferred revenue | 132,319 | 129,688 |
Deferred income tax liabilities | 39,810 | ' |
Other current liabilities - assets held-for-sale | ' | 7,622 |
Total current liabilities | 1,088,406 | 661,349 |
Long-term debt, net of current portion | 4,242,098 | 4,971,179 |
Deferred income tax liabilities | 1,535,306 | 1,771,585 |
Deferred service obligations - long-term | 25,456 | 13,714 |
Other long-term liabilities | 168,044 | 98,250 |
Commitments and contingencies (Notes 12 and 13) | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, $0.01 par value - 1,623 shares authorized; 0 shares issued | ' | ' |
Common stock, $0.01 par value - 750,000 shares authorized; 272,036 and 265,635 shares issued, respectively | 2,720 | 2,656 |
Additional paid-in-capital | 5,536,312 | 5,396,657 |
Accumulated deficit | -3,616,392 | -2,443,554 |
Accumulated other comprehensive income | 20,391 | 6,790 |
Treasury stock, at cost - 219 shares | -1,518 | -1,518 |
Total stockholders' equity | 1,941,513 | 2,961,031 |
Total liabilities and stockholders' equity | $9,000,823 | $10,477,108 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Accounts receivable, reserves | $8,798 | $6,396 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,623 | 1,623 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 750,000 | 750,000 |
Common stock, shares issued | 272,036 | 265,635 |
Treasury stock, shares | 219 | 219 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in-Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Treasury Stock [Member] |
In Thousands | ||||||
Balance at Sep. 25, 2010 | $2,698,549 | $2,595 | $5,224,399 | ($2,527,070) | $143 | ($1,518) |
Balance, shares at Sep. 25, 2010 | ' | 259,488 | ' | ' | ' | 219 |
Exercise of stock options | 23,894 | 18 | 23,876 | ' | ' | ' |
Exercise of stock options, shares | ' | 1,779 | ' | ' | ' | ' |
Issuance of common stock to employees upon vesting of restricted stock units, net of shares withheld for employee taxes | -10,399 | 11 | -10,410 | ' | ' | ' |
Issuance of common stock to employees upon vesting of restricted stock units, net of shares withheld for employee taxes, shares | ' | 1,104 | ' | ' | ' | ' |
Issuance of common shares under the employee stock purchase plan | 1,510 | 1 | 1,509 | ' | ' | ' |
Issuance of common shares under the employee stock purchase plan, shares | ' | 88 | ' | ' | ' | ' |
Stock-based compensation expense | 35,472 | ' | 35,472 | ' | ' | ' |
Reduction in excess tax benefit from employee equity awards | -5,832 | ' | -5,832 | ' | ' | ' |
Allocation of equity component related to convertible notes exchange, net of taxes | 34,699 | ' | 34,699 | ' | ' | ' |
Net income (loss) | 157,150 | ' | ' | 157,150 | ' | ' |
Foreign currency translation adjustment | 1,088 | ' | ' | ' | 1,088 | ' |
Adjustment to minimum pension liability, net | 764 | ' | ' | ' | 764 | ' |
Balance at Sep. 24, 2011 | 2,936,895 | 2,625 | 5,303,713 | -2,369,920 | 1,995 | -1,518 |
Balance, shares at Sep. 24, 2011 | ' | 262,459 | ' | ' | ' | 219 |
Exercise of stock options | 27,687 | 24 | 27,663 | ' | ' | ' |
Exercise of stock options, shares | ' | 2,457 | ' | ' | ' | ' |
Issuance of common stock to employees upon vesting of restricted stock units, net of shares withheld for employee taxes | -5,710 | 7 | -5,717 | ' | ' | ' |
Issuance of common stock to employees upon vesting of restricted stock units, net of shares withheld for employee taxes, shares | ' | 673 | ' | ' | ' | ' |
Issuance of common shares under the employee stock purchase plan | 907 | ' | 907 | ' | ' | ' |
Issuance of common shares under the employee stock purchase plan, shares | ' | 46 | ' | ' | ' | ' |
Stock-based compensation expense | 40,011 | ' | 40,011 | ' | ' | ' |
Excess tax benefit from employee equity awards | 4,413 | ' | 4,413 | ' | ' | ' |
Fair value of options exchanged in a business combination | 2,655 | ' | 2,655 | ' | ' | ' |
Allocation of equity component related to convertible notes exchange, net of taxes | 23,012 | ' | 23,012 | ' | ' | ' |
Net income (loss) | -73,634 | ' | ' | -73,634 | ' | ' |
Foreign currency translation adjustment | 6,217 | ' | ' | ' | 6,217 | ' |
Adjustment to minimum pension liability, net | -1,484 | ' | ' | ' | -1,484 | ' |
Unrealized gain on marketable security | 62 | ' | ' | ' | 62 | ' |
Balance at Sep. 29, 2012 | 2,961,031 | 2,656 | 5,396,657 | -2,443,554 | 6,790 | -1,518 |
Balance, shares at Sep. 29, 2012 | ' | 265,635 | ' | ' | ' | 219 |
Exercise of stock options | 65,605 | 48 | 65,557 | ' | ' | ' |
Exercise of stock options, shares | 4,786 | 4,786 | ' | ' | ' | ' |
Issuance of common stock to employees upon vesting of restricted stock units, net of shares withheld for employee taxes | -12,256 | 11 | -12,267 | ' | ' | ' |
Issuance of common stock to employees upon vesting of restricted stock units, net of shares withheld for employee taxes, shares | ' | 1,117 | ' | ' | ' | ' |
Issuance of common shares under the employee stock purchase plan | 7,984 | 5 | 7,979 | ' | ' | ' |
Issuance of common shares under the employee stock purchase plan, shares | ' | 498 | ' | ' | ' | ' |
Stock-based compensation expense | 52,443 | ' | 52,443 | ' | ' | ' |
Excess tax benefit from employee equity awards | 5,898 | ' | 5,898 | ' | ' | ' |
Allocation of equity component related to convertible notes exchange, net of taxes | 20,045 | ' | 20,045 | ' | ' | ' |
Net income (loss) | -1,172,838 | ' | ' | -1,172,838 | ' | ' |
Foreign currency translation adjustment | 1,373 | ' | ' | ' | 1,373 | ' |
Adjustment to minimum pension liability, net | 134 | ' | ' | ' | 134 | ' |
Unrealized gain on marketable security | 12,094 | ' | ' | ' | 12,094 | ' |
Balance at Sep. 28, 2013 | $1,941,513 | $2,720 | $5,536,312 | ($3,616,392) | $20,391 | ($1,518) |
Balance, shares at Sep. 28, 2013 | ' | 272,036 | ' | ' | ' | 219 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Operating activities | ' | ' | ' |
Net (loss) income | ($1,172,838) | ($73,634) | $157,150 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ' | ' | ' |
Depreciation | 95,518 | 71,851 | 68,946 |
Amortization | 420,492 | 273,900 | 235,790 |
Non-cash interest expense | 81,177 | 74,974 | 76,814 |
Stock-based compensation expense | 52,307 | 40,572 | 35,472 |
Excess tax benefit related to equity awards | -7,439 | -6,206 | -3,652 |
Deferred income taxes | -197,983 | -155,192 | -48,107 |
Gain on sale of intellectual property | -53,884 | -12,424 | -84,502 |
Debt extinguishment loss | 9,209 | 42,347 | 29,891 |
Fair value adjustments to contingent consideration | 11,310 | 38,466 | -8,016 |
Fair value write-up of inventory sold | 52,397 | 19,918 | 3,298 |
Impairment of goodwill | 1,117,369 | 5,826 | ' |
Impairment of intangible assets | 1,714 | ' | ' |
Asset impairment charges | 7,667 | 16,901 | ' |
Acquired in-process research and development | ' | 4,500 | ' |
Cost method equity investment impairment | 6,438 | ' | 2,445 |
Gain on sale of cost-method equity investment | -1,972 | ' | ' |
Loss on disposal of property and equipment | 4,925 | 3,809 | 2,639 |
Other | 2,923 | -3,568 | 1,093 |
Changes in operating assets and liabilities, excluding the effect of acquisitions: | ' | ' | ' |
Accounts receivable | 4,102 | -11,005 | -17,131 |
Inventories | 25,165 | -12,174 | -32,158 |
Prepaid income taxes | 25,100 | 6,071 | -6,154 |
Prepaid expenses and other assets | 871 | 69,806 | -471 |
Accounts payable | -6,406 | 3,768 | 2,589 |
Accrued expenses and other liabilities | 2,335 | -41,017 | 40,569 |
Deferred revenue | 13,325 | 12,733 | -481 |
Net cash provided by operating activities | 493,822 | 370,222 | 456,024 |
Investing activities | ' | ' | ' |
Acquisition of businesses, net of cash acquired | -6,273 | -3,762,403 | -198,744 |
Payment of additional acquisition consideration | -16,808 | -9,784 | -19,660 |
Proceeds from sale of business, net of cash transferred | 85,134 | ' | 2,267 |
Proceeds from sale of intellectual property | 60,000 | 12,500 | 13,250 |
Purchase of property and equipment | -48,954 | -33,149 | -27,785 |
Increase in equipment under customer usage agreements | -41,176 | -45,624 | -27,878 |
Purchase of licensed technology and other intangible assets | ' | ' | -3,021 |
Purchase of insurance contracts | -4,000 | ' | -5,322 |
Acquisition of in-process research and development assets | ' | -4,500 | ' |
Sale of cost method investment | 2,104 | ' | ' |
Purchases of cost method investments | -3,725 | -250 | -99 |
(Increase) decrease in other assets | -7,548 | -7,574 | 405 |
Net cash provided by (used in) investing activities | 18,754 | -3,850,784 | -266,587 |
Financing activities | ' | ' | ' |
Proceeds from long-term debt | ' | 3,476,320 | ' |
Repayment of long-term debt and notes payable | -265,000 | ' | -1,362 |
Payment of debt issuance costs | -9,440 | -81,408 | -5,327 |
Payment of contingent consideration | -42,958 | -51,680 | -4,294 |
Payment of deferred acquisition consideration | -1,655 | -44,223 | ' |
Net proceeds from issuance of common stock pursuant to employee stock plans | 75,100 | 28,594 | 25,404 |
Excess tax benefit related to equity awards | 7,439 | 6,206 | 3,652 |
Payment of employee restricted stock minimum tax withholdings | -12,256 | -5,710 | -10,399 |
Net cash (used in) provided by financing activities | -248,770 | 3,328,099 | 7,674 |
Effect of exchange rate changes on cash and cash equivalents | -1,746 | 561 | -404 |
Net increase (decrease) in cash and cash equivalents | 262,060 | -151,902 | 196,707 |
Cash and cash equivalents, beginning of period | 560,430 | 712,332 | 515,625 |
Cash and cash equivalents, end of period | $822,490 | $560,430 | $712,332 |
Operations
Operations | 12 Months Ended | |
Sep. 28, 2013 | ||
Accounting Policies [Abstract] | ' | |
Operations | ' | |
1 | Operations | |
Hologic, Inc. (the “Company” or “Hologic”) develops, manufactures and distributes premium diagnostics products, medical imaging systems and surgical products with an emphasis on serving the healthcare needs of women. The Company’s core business units are focused on Diagnostics, Breast Health, GYN surgical and Skeletal Health. | ||
On August 1, 2012, the Company completed the acquisition of Gen-Probe Incorporated (“Gen-Probe”), which resulted in the Company significantly expanding its suite of molecular diagnostic products. Gen-Probe develops, manufactures and markets rapid, accurate and cost effective molecular diagnostics products and services that are used primarily to diagnose human diseases and screen donated blood. Gen-Probe’s results of operations are reported within the Company’s Diagnostics reportable segment. The Company’s acquisition of Gen-Probe is more fully described in Note 3. In connection with the acquisition, the Company borrowed $3.5 billion in aggregate principal to fund a portion of the purchase price, which is described in Note 5. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||||||
2 | Summary of Significant Accounting Policies | ||||||||||||||||||||
Principles of Consolidation | |||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on the last Saturday in September. Fiscal 2013, 2012 and 2011 ended on September 28, 2013, September 29, 2012 and September 24, 2011, respectively. Fiscal 2013 and 2011 were 52 week fiscal periods and fiscal 2012 was a 53 week fiscal period. | |||||||||||||||||||||
Management’s Estimates and Uncertainties | |||||||||||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for doubtful accounts, the net realizable value of inventory, estimated fair value of cost-method equity investments, valuations, purchase price allocations and contingent consideration related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets and goodwill, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, restructuring and other related charges, stock-based compensation, contingent liabilities, tax reserves, deferred tax rates and recoverability of the Company’s net deferred tax assets and related valuation allowance. | |||||||||||||||||||||
Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. | |||||||||||||||||||||
The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, dependence on third-party reimbursements to support the markets of the Company’s products, early stage of development of certain products, rapid technological changes, recoverability of long-lived assets (including intangible assets and goodwill), competition, stability of world financial markets, ability to obtain regulatory approvals, changes in the regulatory environment, limited number of suppliers, customer concentration, integration of acquisitions, substantial indebtedness, government regulations, future sales or issuances of its common stock, management of international activities, protection of proprietary rights, patent and other litigation and dependence on key individuals. | |||||||||||||||||||||
Cash Equivalents | |||||||||||||||||||||
Cash equivalents are highly liquid investments with insignificant interest rate risk and maturities of three months or less at the time of acquisition. At September 28, 2013 and September 29, 2012, the Company’s cash equivalents consisted of money market accounts. | |||||||||||||||||||||
Marketable Securities | |||||||||||||||||||||
The Company’s marketable securities are comprised of an equity security and mutual funds. The equity security is an investment in the common stock of a publicly traded company, and the mutual funds are used to fund the deferred compensation plan the Company assumed in its Gen-Probe acquisition. The equity security is classified as available-for-sale and is recorded at fair value with the unrealized gains or losses, net of tax, within accumulated other comprehensive income (loss), which is a component of stockholders’ equity. The mutual funds are classified as trading and are recorded at fair value with unrealized gains and losses recorded in other income (expense), net in the Consolidated Statements of Operations. | |||||||||||||||||||||
The Company periodically reviews its marketable equity securities classified as available-for-sale for other-than-temporary declines in fair value below cost basis, or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. The determination that a decline is other-than-temporary is, in part, subjective and influenced by many factors. When assessing marketable equity securities for other-than-temporary declines in value, the Company considers factors including: the significance of the decline in value compared to the cost basis; the underlying factors contributing to a decline in the prices of the security; how long the market value of the investment has been less than its cost basis; any market conditions that impact liquidity; the views of external investment analysts; the financial condition and near-term prospects of the investee; any news or financial information that has been released specific to the investee; and the outlook for the overall industry in which the investee operates. No such other-than-temporary impairment appeared to exist at September 28, 2013. | |||||||||||||||||||||
The Company has one investment in a publicly traded security and the following reconciles its cost basis to its fair market value as of September 28, 2013 and September 29, 2012. There were no marketable securities at September 24, 2011. | |||||||||||||||||||||
Cost | Gross Unrealized | Gross Unrealized | Fair Value | ||||||||||||||||||
Gains | Losses | ||||||||||||||||||||
Equity security as of September 28, 2013 | $ | 5,931 | $ | 12,156 | $ | — | $ | 18,087 | |||||||||||||
Equity security as of September 29, 2012 | $ | 5,931 | $ | 98 | $ | — | $ | 6,029 | |||||||||||||
Concentrations of Credit Risk | |||||||||||||||||||||
Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents, cost-method equity investments, and trade accounts receivable. The Company invests its cash and cash equivalents with high credit quality financial institutions. | |||||||||||||||||||||
The Company’s customers are principally located in the United States, Europe and Asia. The Company performs ongoing credit evaluations of the financial condition of its customers and generally does not require collateral. Although the Company is directly affected by the overall financial condition of the healthcare industry, as well as global economic conditions, management does not believe significant credit risk exists as of September 28, 2013. The Company generally has not experienced any material losses related to receivables from individual customers or groups of customers in the healthcare industry. The Company maintains an allowance for doubtful accounts based on accounts past due and historical collection experience. | |||||||||||||||||||||
There were no customers with balances greater than 10% of accounts receivable as of September 28, 2013 and September 29, 2012, or any customers that represented greater than 10% of consolidated revenues for fiscal years 2013, 2012 and 2011. | |||||||||||||||||||||
Supplemental Cash Flow Statement Information | |||||||||||||||||||||
Years ended | |||||||||||||||||||||
September 28, | September 29, | September 24, | |||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Cash paid during the period for income taxes | $ | 79,893 | $ | 166,565 | $ | 118,850 | |||||||||||||||
Cash paid during the period for interest | $ | 192,794 | $ | 55,045 | $ | 36,268 | |||||||||||||||
Non-Cash Investing Activities: | |||||||||||||||||||||
Fair value of stock options assumed in the Gen-Probe acquisition | $ | — | $ | 2,655 | $ | — | |||||||||||||||
Additional acquisition contingent consideration accrued | $ | — | $ | — | $ | 18,924 | |||||||||||||||
Non-Cash Financing Activities: | |||||||||||||||||||||
Fair value of contingent consideration at acquisition | $ | 525 | $ | — | $ | 86,600 | |||||||||||||||
Deferred payments for acquisitions | $ | — | $ | 1,655 | $ | 47,258 | |||||||||||||||
Inventories | |||||||||||||||||||||
Inventories are valued at the lower of cost or market on a first in, first out basis. Work-in-process and finished goods inventories consist of materials, labor and manufacturing overhead. The valuation of inventory requires management to estimate excess and obsolete inventory. The Company employs a variety of methodologies to determine the net realizable value of its inventory. Provisions for excess and obsolete inventory are primarily based on management’s estimates of forecasted sales, usage levels and expiration dates as applicable for disposable products. A significant change in the timing or level of demand for the Company’s products as compared to forecasted amounts may result in recording additional provisions for excess and obsolete inventory in the future. The Company records provisions for excess and obsolete inventory as cost of product sales. | |||||||||||||||||||||
Inventories consisted of the following: | |||||||||||||||||||||
September 28, | September 29, | ||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Raw materials | $ | 115,575 | $ | 134,983 | |||||||||||||||||
Work-in-process | 51,171 | 93,218 | |||||||||||||||||||
Finished goods | 122,617 | 138,990 | |||||||||||||||||||
$ | 289,363 | $ | 367,191 | ||||||||||||||||||
Property, Plant and Equipment | |||||||||||||||||||||
Property, plant and equipment is recorded at cost less allowances for depreciation. The straight-line method of depreciation is used for all property and equipment. Repair and maintenance costs are expensed as incurred. Property, plant and equipment are depreciated over the following estimated useful lives: | |||||||||||||||||||||
Asset Classification | Estimated Useful Life | ||||||||||||||||||||
Building and improvements | 35–40 years | ||||||||||||||||||||
Equipment and software | 3–10 years | ||||||||||||||||||||
Equipment under customer usage agreements | 3–8 years | ||||||||||||||||||||
Furniture and fixtures | 5–7 years | ||||||||||||||||||||
Leasehold improvements | Shorter of the Original Term of Lease | ||||||||||||||||||||
or Estimated Useful Life | |||||||||||||||||||||
Equipment under customer usage agreements primarily consists of diagnostic instrumentation and medical imaging equipment located at customer sites but owned by the Company. Generally, the customer has the right to use it for a period of time provided they meet certain agreed to conditions. The Company recovers the cost of providing the equipment from the sale of disposables. The depreciation costs associated with equipment under customer usage agreements are charged to cost of product sales over the estimated useful life of the equipment. The costs to maintain the equipment in the field are charged to cost of product sales as incurred. | |||||||||||||||||||||
Long-Lived Assets | |||||||||||||||||||||
The Company reviews its long-lived assets, which includes property and equipment and identifiable intangible assets (see below for discussion of intangible assets), for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10-35-15, Property, Plant and Equipment—Impairment or Disposal of Long-Lived Assets (ASC 360). Recoverability of these assets is evaluated by comparing the carrying value of the assets to the undiscounted cash flows estimated to be generated by those assets over their remaining economic life. If the undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are considered impaired. The impairment loss is measured by comparing the fair value of the assets to their carrying value. Fair value is determined by either a quoted market price, if any, or a value determined by a discounted cash flow technique. At the end of the fourth quarter of fiscal 2013, the Company decided to transition certain of its placed equipment at customer sites to its Panther instrument, and as a result, the Company recorded a charge of $6.3 million to cost of product sales of which $3.7 million related to recording certain equipment at its fair value. At the end of the second quarter of fiscal 2012, the Company decided to cease manufacturing, marketing and selling its Adiana system, which was a product line within the Company’s GYN Surgical reporting segment, determining that the product was not financially viable and would not become so in the foreseeable future. As a result, in fiscal 2012, the Company recorded charges of $19.5 million of which $6.5 million was recorded within cost of product sales to write down certain manufacturing equipment and equipment placed at customer sites to its fair value that had no further utility. There were no significant impairment charges related to property and equipment in fiscal 2011. | |||||||||||||||||||||
Business Combinations and Acquisition of Intangible Assets | |||||||||||||||||||||
The Company records tangible and intangible assets acquired in business combinations under the purchase method of accounting. The Company accounts for acquisitions in accordance with ASC 805, Business Combinations (ASC 805). Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. The Company allocates the purchase price in excess of the fair value of the net tangible assets acquired to identifiable intangible assets, including purchased research and development, based on detailed valuations that use certain information and assumptions provided by management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. The use of alternative valuation assumptions, including estimated cash flows and discount rates, and alternative useful life assumptions could result in different purchase price allocations and intangible asset amortization expense in current and future periods. | |||||||||||||||||||||
The valuation of purchased in-process research and development (“IPR&D”) as part of a business combination represents the estimated fair value at the dates of acquisition related to in-process projects. The Company’s IPR&D represents the value of in-process projects that have not yet reached technological feasibility and have no alternative future uses as of the date of acquisition. As required by ASC 805, the Company capitalizes the value attributable to these in-process projects at the time of the acquisition. Subsequent to acquisition, IPR&D assets are evaluated as an indefinite-lived intangible asset, consistent with the accounting treatment of goodwill. No additional amounts are capitalized and once the project is completed the asset is amortized over its estimated useful life. If the projects are not successful or completed in a timely manner, the Company may not realize the financial benefits expected for these projects or for the acquisitions as a whole and impairments may result. | |||||||||||||||||||||
The Company uses the income approach to determine the fair value of its developed technology and IPR&D acquired in a business combination. This approach determines fair value by estimating the after-tax cash flows attributable to the respective asset over its useful life and then discounting these after-tax cash flows back to a present value. The Company bases its revenue assumptions on estimates of relevant market sizes, expected market growth rates, expected trends in technology and expected product introductions by competitors. Developed technology represents patented and unpatented technology and know-how. Regarding the value of the in-process projects, the Company considers, among other factors, the in-process projects’ stage of completion, the complexity of the work completed as of the acquisition date, the costs already incurred, the projected costs to complete, the contribution of core technologies and other acquired assets, the expected introduction date and the estimated useful life of the technology. The Company bases the discount rate used to arrive at a present value as of the date of acquisition on the time value of money and medical technology investment risk factors. The Company believes that the estimated developed technology and IPR&D amounts represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets. | |||||||||||||||||||||
The Company also uses the income approach, as described above, to determine the estimated fair value of certain other identifiable intangible assets including customer relationships, trade names and business licenses. Customer relationships represent established relationships with customers, which provide a ready channel for the sale of additional products and services. Trade names represent acquired company and product names. | |||||||||||||||||||||
Intangible Assets and Goodwill | |||||||||||||||||||||
Intangible Assets | |||||||||||||||||||||
Intangible assets are initially recorded at fair value and stated net of accumulated amortization and impairments. The Company amortizes its intangible assets that have finite lives using either the straight-line method, or if reliably determinable, based on the pattern in which the economic benefit of the asset is expected to be utilized. Amortization is recorded over the estimated useful lives ranging from 2 to 30 years. The Company evaluates the realizability of its definite lived intangible assets whenever events or changes in circumstances or business conditions indicate that the carrying value of these assets may not be recoverable based on expectations of future undiscounted cash flows for each asset group. If the carrying value of an asset or asset group exceeds its undiscounted cash flows, the Company estimates the fair value of the assets, generally utilizing a discounted cash flow analysis based on the present value of estimated future cash flows to be generated by the assets using a risk-adjusted discount rate. To estimate the fair value of the assets, the Company uses market participant assumptions pursuant to ASC 820, Fair Value Measurements. | |||||||||||||||||||||
Indefinite lived intangible assets, such as IPR&D assets, are required to be tested for impairment annually, or more frequently if indicators of impairment are present. The Company’s annual impairment test date is as of the first day of its fourth quarter. The Company tested its IPR&D assets utilizing the DCF model and determined they were not impaired. | |||||||||||||||||||||
During the fourth quarter of fiscal 2013, as a result of the Company’s conclusion that its Molecular Diagnostics reporting unit was impaired (as discussed below), the Company performed an impairment test of this reporting unit’s long-lived assets as of the first day of the fourth quarter. The impairment evaluation was based on expectations of future undiscounted cash flows compared to the carrying value of the long-lived assets. The Company’s cash flow estimates were based upon future projected net cash flows derived from the Company-wide annual planning process, which were used for the annual goodwill impairment test discussed below. Based on this analysis, the Molecular Diagnostics long-lived assets were deemed to not be impaired. The Company believes its procedures for estimating future cash flows were reasonable and consistent with market conditions at the time of estimation. | |||||||||||||||||||||
During the third quarter of fiscal 2013, the Company determined that a certain developed technology asset was impaired and recorded a $1.7 million charge to cost of product sales to record the asset at its estimated fair value. | |||||||||||||||||||||
During the fourth quarter of fiscal 2012 in connection with the company-wide annual budgeting and strategic planning process, the Company determined that indicators of impairment existed in its MammoSite reporting unit, which is included in the Breast Health reportable segment. The impairment indicators were due to a reduction in the Company’s revenue projections and long-term growth rates as a result of the continuing deterioration of the brachytherapy market and competition from existing technologies. The Company’s cash flow estimates were based upon future projected net cash flows derived from the company-wide annual planning process. The analysis indicated that MammoSite’s long-lived assets were recoverable based on the undiscounted cash flows over the remaining life of the predominant long-lived asset. The Company believes that its procedures for estimating future cash flows were reasonable and consistent with market conditions at the measurement date. | |||||||||||||||||||||
During the fourth quarter of fiscal 2012, the Company acquired certain in-process research and development assets that were not part of a business acquisition. Since these assets had no alternative future use, the Company recorded in-process research and development charges of $4.5 million in fiscal 2012. | |||||||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||||||
September 28, 2013 | September 29, 2012 | ||||||||||||||||||||
Description | Gross | Accumulated | Gross | Accumulated | |||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||
Value | Value | ||||||||||||||||||||
Developed technology | $ | 4,008,947 | $ | 1,094,435 | $ | 3,784,689 | $ | 788,274 | |||||||||||||
In-process research and development | 24,000 | — | 227,000 | — | |||||||||||||||||
Customer relationships and contracts | 1,101,870 | 296,481 | 1,097,842 | 205,612 | |||||||||||||||||
Trade names | 238,103 | 81,844 | 240,092 | 60,318 | |||||||||||||||||
Patents | 13,026 | 8,495 | 11,417 | 7,906 | |||||||||||||||||
Business licenses | 2,647 | 616 | 2,577 | 344 | |||||||||||||||||
Non-compete agreements | 296 | 296 | 310 | 223 | |||||||||||||||||
$ | 5,388,889 | $ | 1,482,167 | $ | 5,363,927 | $ | 1,062,677 | ||||||||||||||
In fiscal 2012, as a result of its acquisition of Gen-Probe, the Company recorded $1.57 billion of developed technology assets and $227.0 million of IPR&D assets related to six projects. In fiscal 2013, management revised its valuation analysis for a correction of projected revenues expected from certain of the development projects which increased the value of the developed technology assets to $1.7 billion and reduced the IPR&D assets to $117.0 million. The Company recorded this adjustment in fiscal 2013 and determined it was immaterial to its financial statements. | |||||||||||||||||||||
Subsequent to the acquisition and through September 2013, the Company has received FDA approval for three projects with an aggregate value of $93.0 million. Amortization of these assets begins once FDA approval is received. The other projects are expected to be completed over the next four years with a total cost of approximately $49.0 million to complete such projects. Given the uncertainties inherent with product development and commercial introduction, there can be no assurance that any of the Company’s product development efforts will be successful, completed on a timely basis or within budget, if at all. | |||||||||||||||||||||
During 2012, the in-process research and development project from the Healthcome acquisition was completed and transferred to developed technology. | |||||||||||||||||||||
Amortization expense related to developed technology and patents is classified as a component of cost of product sales—amortization of intangible assets in the Consolidated Statements of Operations. Amortization expense related to customer relationships and contracts, trade names, business licenses and non-competes is classified as a component of amortization of intangible assets in the Consolidated Statements of Operations. | |||||||||||||||||||||
The estimated amortization expense at September 28, 2013 for each of the five succeeding fiscal years is as follows: | |||||||||||||||||||||
Fiscal 2014 | $ | 417,053 | |||||||||||||||||||
Fiscal 2015 | 402,177 | ||||||||||||||||||||
Fiscal 2016 | 388,370 | ||||||||||||||||||||
Fiscal 2017 | 379,260 | ||||||||||||||||||||
Fiscal 2018 | 368,505 | ||||||||||||||||||||
Goodwill | |||||||||||||||||||||
In accordance with ASC 350, Intangibles—Goodwill and Other (ASC 350), the Company tests goodwill at the reporting unit level for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Events that could indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate, operational performance of the business or key personnel, and an adverse action or assessment by a regulator. | |||||||||||||||||||||
In performing the impairment test, the Company utilizes the two-step approach prescribed under ASC 350. The first step requires a comparison of the carrying value of each reporting unit to its estimated fair value. To estimate the fair value of its reporting units for Step 1, the Company primarily utilizes the income approach. The income approach is based on a discounted cash flow analysis (“DCF”) and calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. Assumptions used in the DCF require significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows are based on the Company’s most recent budget and for years beyond the budget, the Company’s estimates are based on assumed growth rates. The Company believes its assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in the DCF are based on estimates of the weighted-average cost of capital (“WACC”) of market participants relative to each respective reporting unit. The market approach considers comparable market data based on multiples of revenue or earnings before interest, taxes, depreciation and amortization (“EBITDA”) and is primarily used as a corroborative analysis to the results of the DCF. The Company believes its assumptions used to determine the fair value of its respective reporting units are reasonable. If different assumptions were used, particularly with respect to forecasted cash flows, terminal values, WACCs, or market multiples, different estimates of fair value may result and there could be the potential that an impairment charge could result. Actual operating results and the related cash flows of the reporting units could differ from the estimated operating results and related cash flows. | |||||||||||||||||||||
If the carrying value of a reporting unit exceeds its estimated fair value, the Company is required to perform the second step of the goodwill impairment test to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of goodwill is derived by performing a hypothetical purchase price allocation for each reporting unit as of the measurement date and allocating the reporting unit’s estimated fair value to its assets and liabilities. The residual amount from performing this allocation represents the implied fair value of goodwill. To the extent this amount is below the carrying value of goodwill, an impairment charge is recorded. | |||||||||||||||||||||
The Company conducted its fiscal 2013 annual impairment test on the first day of the fourth quarter, and as noted above used DCF and market approaches to estimate the fair value of its reporting units as of June 30, 2013, and ultimately used the fair value determined by the DCF in making its impairment test conclusions. The Company believes it used reasonable estimates and assumptions about future revenue, cost projections, cash flows, market multiples and discount rates as of the measurement date. As a result of completing Step 1, all of the Company’s reporting units, except for its Molecular Diagnostics reporting unit, which is within the Company’s Diagnostics segment, had fair values exceeding their carrying values, and as such, Step 2 of the impairment test was not required for those reporting units. For illustrative purposes, had the fair value of each of the reporting units that passed Step 1 been lower by 10%, all of the remaining reporting units would have still passed Step 1 of the goodwill impairment test. Since the fair value of the reporting units was determined by use of the DCF, and the key assumptions that drive the fair value in this model are the WACC, terminal values, growth rates, and the amount and timing of expected future cash flows, significant judgment is applied in determining fair value. If the current economic environment were to deteriorate, this would likely result in a higher WACC because market participants would require a higher rate of return. In the DCF as the WACC increases, the fair value decreases. The other significant factor in the DCF is the Company’s projected financial information (i.e., amount and timing of expected future cash flows and growth rates) and if these assumptions were to be adversely impacted; this could result in a reduction of the fair values of these reporting units. | |||||||||||||||||||||
In connection with its company-wide annual budgeting and strategic planning process performed in the fourth quarter of fiscal 2013, the Company performed a full re-evaluation of its existing product development efforts and cost structure. As a result, the Company reduced its short term and long term revenue forecasts and determined that indicators of impairment existed in its Molecular Diagnostics reporting unit. The Molecular Diagnostics reporting unit is primarily comprised of the Company’s Aptima business acquired in the Gen-Probe acquisition and the molecular diagnostics business acquired in the Third Wave acquisition. The updated forecast, which reflects recent pricing pressures, is now lower, and the current projections for revenue and profitability are lower than those expected at the time of the Gen-Probe acquisition. As a result, the fair value of this reporting unit was below its carrying value. The Company performed Step 2 of the impairment test, consistent with the procedures described above, and recorded a goodwill impairment charge of $1.1 billion. The basis of fair value for Molecular Diagnostics assumed the reporting unit would be purchased or sold in a taxable transaction, and the discount rate of 10% applied to the after-tax cash flows was relatively consistent with that used in the Company’s purchase accounting for the Gen-Probe acquisition. For illustrative purposes, had the fair value of Molecular Diagnostics been lower by 10%, the Company would have recorded an additional impairment charge of $195.4 million. | |||||||||||||||||||||
At September 28, 2013, the Company believes that its other reporting units, with goodwill aggregating $2.5 billion were not at risk of failing Step 1 of the goodwill impairment test based on the current forecasts. | |||||||||||||||||||||
The Company conducted its fiscal 2012 annual impairment test on the first day of the fourth quarter. The Company utilized DCF and market approaches to estimate the fair value of its reporting units as of June 24, 2012, and ultimately used the fair value determined by the DCF in making its impairment test conclusions. The Company believes it used reasonable estimates and assumptions about future revenue, cost projections, cash flows, market multiples and discount rates as of the measurement date. As a result of completing Step 1, all of the Company’s reporting units, except MammoSite, which is within the Company’s Breast Health segment, had fair values exceeding their carrying values, and as such, Step 2 of the impairment test was not required. MammoSite’s fair value declined from fiscal 2011 primarily due to a reduction in the Company’s revenue projections and long-term growth rates. The changes in MammoSite’s financial projections were a result of the continuing deterioration of the brachytherapy market, and competition from existing technologies. The Company performed the Step 2 analysis for MammoSite, consistent with the procedures described above, and recorded a $5.8 million goodwill impairment charge, resulting in no remaining goodwill for this reporting unit. For the Company’s other reporting units, if their respective fair values had been lower by 10%, each reporting unit would have still passed Step 1 of the goodwill impairment test. | |||||||||||||||||||||
The Company previously had ongoing litigation with Conceptus regarding potential patent infringement of a Conceptus patent by the Company’s Adiana system. In the first quarter of fiscal 2012, the jury returned a verdict in favor of Conceptus and awarded Conceptus $18.8 million in damages. Post-trial motions were filed, and Conceptus sought to enjoin the Company from further sales of the Adiana system. At the time, the Company was appealing the jury verdict. The jury verdict in the first quarter of fiscal 2012 and related subsequent litigation status was an indicator of impairment for the Company’s GYN Surgical reporting unit, and a reduction in the anticipated future cash flows of the GYN Surgical reporting unit could result in a material impairment charge. Accordingly, the Company performed an interim goodwill impairment analysis of the GYN Surgical reporting unit as of December 24, 2011, updating its cash flow projections and related assumptions from its fiscal 2011 annual impairment test, including the WACC, under various potential scenarios. The Company applied the weighted average probability approach to these scenarios to estimate the fair value of the GYN Surgical reporting unit. As a result of completing Step 1, GYN Surgical’s fair value exceeded its carrying value. Therefore, Step 2 of the impairment test was not required as of December 24, 2011. The Company believes it used reasonable estimates and assumptions about future revenue, cost projections, cash flows, probabilities of cash flow scenarios, and market multiples as of that measurement date. | |||||||||||||||||||||
In connection with the Company’s decision to discontinue the Adiana product line in the second quarter of fiscal 2012 and the Company’s updated lower forecast for the GYN Surgical reporting unit, the Company concluded that potential goodwill impairment indicators existed as of March 24, 2012. As such, the Company performed another interim goodwill impairment test of the GYN Surgical reporting unit as of March 24, 2012, updating its cash flow projections and related assumptions from the analysis performed as of December 24, 2011. As a result of completing Step 1, GYN Surgical’s fair value exceeded its carrying value. Therefore, Step 2 of the impairment test was not required as of March 24, 2012. The Company believes it used reasonable estimates and assumptions about future revenue, cost projections, cash flows, probabilities of cash flow scenarios, and market multiples as of that measurement date. | |||||||||||||||||||||
The Company conducted its fiscal 2011 annual impairment test on the first day of the fourth quarter, and as noted above used DCF and market approaches to estimate the fair value of its reporting units as of June 26, 2011, and ultimately used the fair value determined by the DCF in making its impairment test conclusions. The Company believes it used reasonable estimates and assumptions about future revenue, cost projections, cash flows and market multiples as of the measurement date. As a result of completing Step 1, all of the Company’s reporting units had fair values exceeding their carrying values, and as such, Step 2 of the impairment test was not required. For illustrative purposes, had the fair value of each reporting unit been lower by 10%, each reporting unit would have still passed Step 1 of the goodwill impairment test. | |||||||||||||||||||||
The Company believes that the procedures performed and the estimates and assumptions used in the Step 1 and Step 2 analyses for each reporting unit are reasonable and in accordance with U.S. generally accepted accounting principles. The estimate of fair value requires significant judgment. The impairment testing process is subjective and requires judgment at many points throughout the analysis. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for these assets not previously recorded. | |||||||||||||||||||||
A rollforward of goodwill activity by reportable segment from September 29, 2012 to September 28, 2013 is as follows: | |||||||||||||||||||||
Breast Health | Diagnostics | GYN Surgical | Skeletal Health | Total | |||||||||||||||||
Balance at September 29, 2012 | $ | 635,741 | $ | 2,283,447 | $ | 1,015,466 | $ | 8,125 | $ | 3,942,779 | |||||||||||
Impairment charge | — | (1,117,369 | ) | — | — | (1,117,369 | ) | ||||||||||||||
Disposition of portion of a reporting unit | — | (1,257 | ) | — | — | (1,257 | ) | ||||||||||||||
Gen-Probe acquisition adjustments | — | 4,226 | — | — | 4,226 | ||||||||||||||||
Gen-Probe valuation revision adjustment | — | (15,750 | ) | — | — | (15,750 | ) | ||||||||||||||
Chindex acquisition | 1,798 | — | — | — | 1,798 | ||||||||||||||||
SenoRx acquisition | 692 | — | — | — | 692 | ||||||||||||||||
Tax adjustments | — | (868 | ) | 12 | — | (856 | ) | ||||||||||||||
Foreign currency | (1,866 | ) | 1,125 | 978 | 28 | 265 | |||||||||||||||
Balance at September 28, 2013 | $ | 636,365 | $ | 1,153,554 | $ | 1,016,456 | $ | 8,153 | $ | 2,814,528 | |||||||||||
A rollforward of accumulated goodwill impairment losses by reportable segment from September 29, 2012 to September 28, 2013 is as follows: | |||||||||||||||||||||
Breast Health | Diagnostics | GYN Surgical | Total | ||||||||||||||||||
Balance at September 29, 2012 | $ | 348,419 | $ | 908,349 | $ | 1,165,804 | $ | 2,422,572 | |||||||||||||
Impairment charge | — | 1,117,369 | — | 1,117,369 | |||||||||||||||||
Balance at September 28, 2013 | $ | 348,419 | $ | 2,025,718 | $ | 1,165,804 | $ | 3,539,941 | |||||||||||||
Other Assets | |||||||||||||||||||||
Other assets consist of the following: | |||||||||||||||||||||
September 28, | September 29, | ||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Other Assets | |||||||||||||||||||||
Deferred financing costs | $ | 60,620 | $ | 82,760 | |||||||||||||||||
Life insurance contracts | 33,864 | 25,978 | |||||||||||||||||||
Mutual funds | 6,861 | 6,995 | |||||||||||||||||||
Marketable security | 18,087 | 6,029 | |||||||||||||||||||
Manufacturing access fees | 15,971 | 18,323 | |||||||||||||||||||
Cost-method equity investments | 12,558 | 15,976 | |||||||||||||||||||
Other | 15,941 | 6,006 | |||||||||||||||||||
$ | 163,902 | $ | 162,067 | ||||||||||||||||||
Deferred financing costs are related to the Company’s convertible notes, Credit Agreement and Senior Notes (see Note 5 for further discussion). The Company amortizes amounts related to each debt issuance using the effective interest rate method over the period of earliest redemption or the term of such debt. Life insurance contracts were purchased in connection with the Company’s Nonqualified Deferred Compensation Plan (“DCP”) and are recorded at their cash surrender value (see Note 11 for further discussion). The marketable security represents a publicly traded equity security, and the mutual funds are the underlying investments related to the deferred compensation liabilities the Company assumed in connection with the Gen-Probe acquisition. The manufacturing access fees are related to a manufacturing supply and purchase agreement for our HPV products acquired in the Gen-Probe acquisition, and these fees are being amortized over the term of the agreement. | |||||||||||||||||||||
The Company’s cost-method equity investments are generally carried at cost as the Company owns less than 20% of the voting equity and does not have the ability to exercise significant influence over these companies. The Company regularly evaluates the carrying value of its cost-method equity investments for impairment and whether any events or circumstances are identified that would significantly harm the fair value of the investment. The primary indicators the Company utilizes to identify these events and circumstances are the investee’s ability to remain in business, such as the investee’s liquidity and rate of cash use, and the investee’s ability to secure additional funding and the value of that additional funding. In the event a decline in fair value is judged to be other-than-temporary, the Company will record an other-than-temporary impairment charge in other income (expense), net in the Consolidated Statements of Operations. During fiscal 2013 and 2011, the Company recorded other-than-temporary impairment charges of $6.4 million and $2.4 million, respectively, related to certain of its cost-method equity investments to adjust their carrying amounts to fair value. No such charges were recorded in fiscal 2012. In the third quarter of fiscal 2013, the Company sold one of its investments and recorded a gain of $2.0 million. | |||||||||||||||||||||
Research and Software Development Costs | |||||||||||||||||||||
Costs incurred for the research and development of the Company’s products are expensed as incurred. Nonrefundable advance payments for goods or services to be received in the future by the Company for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. If the Company’s expectations change such that it does not expect it will need the goods to be delivered or the services to be rendered, capitalized nonrefundable advance payments are recorded to expense in that period. | |||||||||||||||||||||
The Company accounts for the development costs of software embedded in the Company’s products in accordance with ASC 985, Software. Costs incurred in the research, design and development of software embedded in products to be sold to customers are charged to expense until technological feasibility of the ultimate product to be sold is established. The Company’s policy is that technological feasibility is achieved when a working model, with the key features and functions of the product, is available for customer testing. Software development costs incurred after the establishment of technological feasibility and until the product is available for general release are capitalized, provided recoverability is reasonably assured. Software development costs eligible for capitalization have not been significant to date. | |||||||||||||||||||||
Foreign Currency Translation | |||||||||||||||||||||
The financial statements of the Company’s foreign subsidiaries are translated in accordance with ASC 830, Foreign Currency Matters. The reporting currency for the Company is the U.S. dollar. With the exception of its Costa Rica subsidiary, whose functional currency is the U.S. dollar, the functional currency of the Company’s foreign subsidiaries is their local currency. Accordingly, assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each balance sheet date. Before translation, the Company re-measures foreign currency denominated assets and liabilities, including inter-company accounts receivable and payable, into the functional currency of the respective entity, resulting in unrealized gains or losses recorded in other income (expense), net in the Consolidated Statement of Operations. Revenues and expenses are translated using average exchange rates during the respective period. Foreign currency translation adjustments are accumulated as a component of other comprehensive income (loss) as a separate component of stockholders’ equity. Gains and losses arising from transactions denominated in foreign currencies are included in other income (expense), net in the Consolidated Statements of Operations and to date have not been material. | |||||||||||||||||||||
Accumulated Other Comprehensive Income | |||||||||||||||||||||
Other comprehensive income (loss) includes certain transactions that have generally been reported in the statement of stockholders’ equity. The components of accumulated other comprehensive income consisted of the following: | |||||||||||||||||||||
September 28, | September 29, | ||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Foreign currency translation adjustment | $ | 8,584 | $ | 7,211 | |||||||||||||||||
Unrealized gains on available-for-sale securities | 12,156 | 62 | |||||||||||||||||||
Minimum pension liability, net of tax of $150 and $207, respectively | (349 | ) | (483 | ) | |||||||||||||||||
$ | 20,391 | $ | 6,790 | ||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||
The Company generates revenue from the sale of its products, primarily medical imaging systems and diagnostic and surgical disposable products, and related services, which are primarily support and maintenance services on its medical imaging systems. | |||||||||||||||||||||
The Company recognizes product revenue upon shipment provided that there is persuasive evidence of an arrangement, there are no uncertainties regarding acceptance, the sales price is fixed or determinable, no right of return exists and collection of the resulting receivable is reasonably assured. Generally, the Company’s product arrangements for capital equipment sales, primarily in its Breast Health and Skeletal Health reporting segments, are multiple-element arrangements, including services, such as installation and training, and multiple products. Based on the terms and conditions of the product arrangements, the Company believes that these services and undelivered products can be accounted for separately from the delivered product element as the Company’s delivered products have value to its customers on a stand-alone basis. Accordingly, revenue for services not yet performed at the time of product shipment are deferred and recognized as such services are performed. The relative selling price of any undelivered products is also deferred at the time of shipment and recognized as revenue when these products are delivered. There is no customer right of return in the Company’s sales agreements. | |||||||||||||||||||||
Service revenues primarily consist of amounts recorded under service and maintenance contracts and repairs not covered under warranty, installation and training, and shipping and handling costs billed to customers. Service and maintenance contract revenues are recognized ratably over the term of the contract. Other service revenues are recognized as the services are performed. | |||||||||||||||||||||
For revenue arrangements with multiple deliverables, the Company records revenue as separate units of accounting if the delivered items have value to the customer on a stand-alone basis, and if the arrangement includes a general right of return relative to the delivered items, the delivery or performance of the undelivered items is considered probable and substantially within the Company’s control. Some of the Company’s products have both software and non-software components that function together to deliver the product’s essential functionality. The Company determined that except for its computer-aided detection (“CAD”) products and C-View product, the software element in its other products is incidental in accordance with the software revenue recognition rules and are not within the scope of the software revenue recognition rules, ASC 985-605, Software—Revenue Recognition. The Company determined that given the significance of the software component’s functionality to its CAD and C-View systems, which are sold by its Breast Health segment, these products are within the scope of the software revenue recognition rules. The Company evaluated the appropriate revenue recognition treatment of its other hardware products, including its Dimensions digital mammography systems, which have both software and non-software components that function together to deliver the products’ essential functionality (i.e., it is a tangible product), and determined they are not within the scope of ASC 985-605. | |||||||||||||||||||||
The Company is required to allocate revenue to its multiple element arrangements based on the relative fair value of each element’s selling price. The Company typically determines the selling price of its products based on its best estimate of selling prices (“ESP”) and services based on vendor-specific objective evidence of selling price (“VSOE”). The Company determines VSOE based on its normal pricing and discounting practices for the specific product or service when sold on a stand-alone basis. In determining VSOE, the Company’s policy requires a substantial majority of selling prices for a product or service to be within a reasonably narrow range. The Company also considers the class of customer, method of distribution, and the geographies into which its products and services are sold when determining VSOE. If VSOE cannot be established, which may occur in instances when a product or service has not been sold separately, stand-alone sales are too infrequent, or product pricing is not within a narrow range, the Company attempts to establish the selling price based on third-party evidence of selling price (“TPE”). TPE is determined based on competitor prices for similar deliverables when sold separately. When the Company cannot determine VSOE or TPE, it uses ESP in its allocation of arrangement consideration. The objective of ESP is to determine the price at which the Company would typically transact a stand-alone sale of the product or service. ESP is determined by considering a number of factors including Company pricing policies, internal costs and gross margin objectives, method of distribution, information gathered from experience in customer negotiations, market research and information, recent technological trends, competitive landscape and geographies. | |||||||||||||||||||||
For those arrangements accounted for under the software revenue recognition rules, ASC 985-605 generally requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on their relative VSOE of fair value. If VSOE does not exist for a delivered element, the residual method is applied in which the arrangement consideration is allocated to the undelivered elements based on their VSOE with the remaining consideration recognized as revenue for the delivered elements. For multiple-element software arrangements where VSOE of fair value of Post-Contract Customer Support (“PCS”) has been established, the Company recognizes revenue using the residual method at the time all other revenue recognition criteria have been met. | |||||||||||||||||||||
As part of the Diagnostics segment and as a result of the Gen-Probe acquisition, the Company manufactures blood screening products according to demand schedules provided by its collaboration partner, Novartis Vaccines and Diagnostics, Inc. (“Novartis”). The Company’s agreement provides that it shares a portion of Novartis’s revenue from screening blood donations. Upon shipment to Novartis, the Company recognizes blood screening product sales at an agreed upon fixed transfer price, which is not refundable, and records the related cost of products sold. Based on the terms of the Company’s collaboration agreement with Novartis, the Company’s ultimate share of the net revenue from sales to the end user in excess of the transfer price revenues recognized is not known until it is reported to the Company by Novartis. On a monthly basis, Novartis reports net revenue generated during the prior month and remits an additional corresponding net payment to the Company, which is recorded as revenue at that time. This payment combined with the transfer price revenues previously recognized represents the Company’s ultimate share of net revenue under the agreement. | |||||||||||||||||||||
The Company sells its instruments to Novartis for use in blood screening and records these instrument sales upon delivery since Novartis is responsible for the placement, maintenance and repair of the units with its customers. The Company also sells instruments to its clinical diagnostics customers and records sales of these instruments upon delivery and customer acceptance. For certain customers with non-standard payment terms, instrument sales are recorded based upon expected cash collection. Prior to delivery, each instrument is tested to meet the Company’s specifications and the specifications of the United States Food and Drug Administration (“FDA”), and is shipped fully assembled. Customer acceptance of the Company’s clinical diagnostic instrument systems requires installation and training by the Company’s technical service personnel. Installation is a standard process consisting principally of uncrating, calibrating and testing the instrumentation. | |||||||||||||||||||||
Within its Diagnostics business, and to a lesser extent, its GYN Surgical business, the Company provides its instrumentation (for example, the ThinPrep Processor, ThinPrep Imaging System, and the Panther and Tigris systems) and certain other hardware to customers without requiring them to purchase the equipment or enter into a lease. The Company installs the instrumentation or equipment at the customer’s site and recovers the cost of providing the instrumentation or equipment in the amount it charges for its diagnostic tests, assays and other disposables. Customers enter into a customer usage agreement and typically commit to purchasing minimum quantities of disposable products at a stated price over a defined contract term, which is typically between three and five years. Revenue is recognized over the term of the customer usage agreement as tests, assays and other disposable products are shipped, either origin or destination. The depreciation costs associated with the instruments and equipment are charged to cost of product sales on a straight-line basis over the estimated life of the instrument or equipment. The costs to maintain instruments and equipment in the field are charged to cost of product sales as incurred. | |||||||||||||||||||||
Accounts Receivable and Reserves | |||||||||||||||||||||
The Company records reserves for doubtful accounts based upon a specific review of all outstanding invoices, known collection issues and historical experience. The Company regularly evaluates the collectability of its trade accounts receivables and performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and its assessment of the customer’s current credit worthiness. | |||||||||||||||||||||
Accounts receivable reserve activity for fiscal 2013, 2012 and 2011 is as follows: | |||||||||||||||||||||
Balance at | Charged to | Write- | Balance at | ||||||||||||||||||
Beginning | Costs and | offs and | End of | ||||||||||||||||||
of Period | Expenses | Payments | Period | ||||||||||||||||||
Period Ended: | |||||||||||||||||||||
September 28, 2013 | $ | 6,396 | $ | 4,296 | $ | (1,894 | ) | $ | 8,798 | ||||||||||||
September 29, 2012 | $ | 6,516 | $ | 3,270 | $ | (3,390 | ) | $ | 6,396 | ||||||||||||
September 24, 2011 | $ | 7,769 | $ | 1,614 | $ | (2,867 | ) | $ | 6,516 | ||||||||||||
Cost of Service and Other Revenues | |||||||||||||||||||||
Cost of service and other revenues primarily represents payroll and related costs associated with the Company’s professional services’ employees, consultants, infrastructure costs and overhead allocations, including depreciation and rent and materials consumed in providing the service. | |||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||
The Company accounts for share-based payments in accordance with ASC 718, Stock Compensation (ASC 718). As such, all share-based payments to employees, including grants of stock options and restricted stock units and shares issued under the Company’s employee stock purchase plan, are recognized in the Consolidated Statements of Operations based on their fair values on the date of grant. | |||||||||||||||||||||
Net Income (Loss) Per Share | |||||||||||||||||||||
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares and the dilutive effect of potential future issuances of common stock from outstanding stock options, restricted stock units and convertible debt determined by applying the treasury stock method. In accordance with ASC 718, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of in-the-money stock options and restricted stock units. This results in the assumed buyback of additional shares, thereby reducing the dilutive impact of stock options. | |||||||||||||||||||||
The Company applies the provisions of ASC 260, Earnings Per Share, Subsection 10-45-44, to determine the diluted weighted average shares outstanding as it relates to its convertible notes, and due to the type of debt instrument issued and its accounting policy, the Company applies the treasury stock method and not the if-converted method. The dilutive impact of the Company’s convertible notes is based on the difference between the Company’s current period average stock price and the conversion price of the convertible notes, provided there is a premium. Pursuant to this accounting standard, there is no dilution from the accreted principal of the convertible notes. | |||||||||||||||||||||
A reconciliation of basic and diluted share amounts for fiscal 2013, 2012, and 2011 is as follows: | |||||||||||||||||||||
September 28, | September 29, | September 24, | |||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Basic weighted average common shares outstanding | 268,704 | 264,041 | 261,099 | ||||||||||||||||||
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock units | — | — | 3,206 | ||||||||||||||||||
Diluted weighted average common shares outstanding | 268,704 | 264,041 | 264,305 | ||||||||||||||||||
Weighted-average anti-dilutive shares related to: | |||||||||||||||||||||
Outstanding stock options | 8,445 | 10,491 | 7,747 | ||||||||||||||||||
Restricted stock units | 1,109 | 1,378 | — | ||||||||||||||||||
In those reporting periods in which the Company has reported net income, anti-dilutive shares generally are comprised of those stock options that either have an exercise price above the average stock price for the period or the stock options’ combined exercise price, average unrecognized stock compensation expense and assumed tax benefits upon exercise is greater than the average stock price for the period. In those reporting periods in which the Company has a net loss, anti-dilutive shares are comprised of the impact of those number of shares that would have been dilutive had the Company had net income plus the number of common stock equivalents that would be anti-dilutive had the company had net income. | |||||||||||||||||||||
Product Warranties | |||||||||||||||||||||
The Company generally offers a one-year warranty for its products. The Company provides for the estimated cost of product warranties at the time product revenue is recognized. Factors that affect the Company’s warranty reserves include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. | |||||||||||||||||||||
Product warranty activity for fiscal 2013 and 2012 is as follows: | |||||||||||||||||||||
Balance at | Provisions | Acquired | Settlements/ | Balance at End | |||||||||||||||||
Beginning of | Adjustments | of Period | |||||||||||||||||||
Period | |||||||||||||||||||||
Period ended: | |||||||||||||||||||||
September 28, 2013 | $ | 6,179 | $ | 12,827 | $ | — | $ | (9,748 | ) | $ | 9,258 | ||||||||||
September 29, 2012 | $ | 4,448 | $ | 9,535 | $ | 230 | $ | (8,034 | ) | $ | 6,179 | ||||||||||
Advertising Costs | |||||||||||||||||||||
Advertising costs are charged to operations as incurred. The Company does not have any direct-response advertising. Advertising costs, which include trade shows and conventions, were approximately $14.1 million, $29.8 million and $29.0 million for fiscal 2013, 2012 and 2011, respectively, and were included in selling and marketing expense in the Consolidated Statements of Operations. | |||||||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exist. ASU 2013-11 amends the presentation requirements of ASC 740, Income Taxes, and requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. To the extent the tax benefit is not available at the reporting date under the governing tax law or if the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and not combined with deferred tax assets. The ASU is for annual periods, and interim periods within those years, beginning after December 15, 2013, which is fiscal 2015 for the Company. The amendments are to be applied to all unrecognized tax benefits that exist as of the effective date and may be applied retrospectively to each prior reporting period presented. The Company is currently evaluating the impact of the adoption of ASU 2013-11 on its consolidated financial statements. | |||||||||||||||||||||
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. Under ASU 2013-02, an entity is required to provide information about the amounts reclassified out of Accumulated Other Comprehensive Income (AOCI) by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. The ASU is effective prospectively for reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 is not expected to have a significant impact on the Company’s results of operations or financial position. | |||||||||||||||||||||
In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 amended ASC 210, Balance Sheet, to converge the presentation of offsetting assets and liabilities between U.S. GAAP and IFRS. ASU 2011-11 requires that entities disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU 2011-11 is effective for fiscal years, and interim periods within those years, beginning after January 1, 2013, which is the Company’s fiscal year 2014. The Company is currently evaluating the impact of the adoption of ASU 2011-11 on its consolidated financial statements. |
Business_Combinations
Business Combinations | 12 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
3 | Business Combinations | ||||||||
Fiscal 2013 Acquisitions: | |||||||||
Chindex Medical Limited | |||||||||
On December 31, 2012, the Company acquired certain assets from Chindex Medical Limited (“Chindex”) for a net purchase price of $4.4 million, including contingent consideration. Chindex was a distributor of certain of the Company’s Breast Health products in China. The Company accounted for this transaction as the acquisition of a business pursuant to ASC 805 and allocated the majority of the purchase price to customer relationships. | |||||||||
SenoRx, Inc. | |||||||||
On May 31, 2013, through the settlement of litigation, the Company acquired certain assets related to SenoRx, Inc.’s (“SenoRx”) Contura brachytherapy device for a net purchase price of $2.4 million. The Company accounted for this transaction as the acquisition of a business pursuant to ASC 805 and allocated the majority of the purchase price to developed technology. | |||||||||
Fiscal 2012 Acquisition: | |||||||||
Gen-Probe, Incorporated | |||||||||
On August 1, 2012, the Company completed its acquisition of Gen-Probe and acquired all of the outstanding shares of Gen-Probe. Pursuant to the merger agreement, each share of common stock outstanding immediately prior to the effective time of the acquisition was cancelled and converted into the right to receive $82.75 in cash. In addition, all outstanding restricted shares, restricted stock units, performance shares, and those stock options granted prior to February 8, 2012 were cancelled and converted into the right to receive $82.75 per share in cash less the exercise price, as applicable. Stock options granted after February 8, 2012 were converted into stock options to acquire shares of Hologic common stock determined by a conversion formula defined in the merger agreement. The Company paid $3.8 billion to the shareholders of Gen-Probe and $169.0 million to equity award holders. The Company funded the acquisition using available cash and financing consisting of senior secured credit facilities and Senior Notes (see Note 5 for further discussion) resulting in aggregate proceeds of $3.48 billion, excluding financing fees to the underwriters. The Company incurred approximately $34.3 million of direct transaction costs, which were recorded within general and administrative expenses in fiscal 2012. | |||||||||
Gen-Probe, headquartered in San Diego, California, is a leader in molecular diagnostics products and services that are used primarily to diagnose human diseases and screen donated human blood. The Company expected this acquisition to enhance its molecular diagnostics franchise and to complement its existing portfolio of diagnostics products. Gen-Probe’s results of operations are reported within the Company’s Diagnostics reportable segment from the date of acquisition. | |||||||||
The purchase price consideration was as follows: | |||||||||
Cash paid | $ | 3,967,866 | |||||||
Deferred payment | 1,655 | ||||||||
Fair value of stock options exchanged | 2,655 | ||||||||
Total purchase price | $ | 3,972,176 | |||||||
The fair value of stock options exchanged, that were recorded as purchase price, represented the fair value of Gen-Probe options converted into the Company’s stock options attributable to pre-combination services pursuant to ASC 805. The remainder of the fair value of these stock options of $23.2 million is being recognized as stock-based compensation expense ratably over the remaining vesting period, which was approximately 3.5 years at the date of acquisition. The Company estimated the fair value of the stock options using a binomial valuation model with the following weighted average assumptions: risk free interest rate of 0.41%, expected volatility of 39.9%, expected life of 3.6 years and dividend yield of 0.0%. The weighted average fair value of stock options granted was $7.07 per share. | |||||||||
The allocation of the purchase price presented below is based on estimates of the fair value of assets acquired and liabilities assumed as of August 1, 2012. The final, adjusted components of the purchase price allocation are as follows: | |||||||||
Cash | $ | 205,463 | |||||||
Accounts receivable | 81,444 | ||||||||
Inventory | 153,416 | ||||||||
Property, plant and equipment | 274,095 | ||||||||
Other assets | 191,971 | ||||||||
Assets held-for-sale, net | 87,465 | ||||||||
Accounts payable | (19,671 | ) | |||||||
Accrued expenses | (131,623 | ) | |||||||
Other liabilities | (22,939 | ) | |||||||
Identifiable intangible assets: | |||||||||
Developed technology | 1,700,000 | ||||||||
In-process research and development | 117,000 | ||||||||
Customer contract | 585,000 | ||||||||
Trade names | 95,000 | ||||||||
Deferred income taxes, net | (985,465 | ) | |||||||
Goodwill | 1,641,020 | ||||||||
Purchase Price | $ | 3,972,176 | |||||||
The purchase price has been allocated to the acquired assets and liabilities based on management’s estimate of their fair values. During fiscal 2013, the Company revised its valuation analysis for a correction to projected revenues expected from certain development projects which increased developed technology assets by $135.0 million, reduced IPR&D assets by $110.0 million and lowered trade names by $2.0 million with an offsetting net decrease to goodwill after the impact to deferred tax liabilities. In addition, certain tax related adjustments have been recorded. The Company concluded that these adjustments recorded in fiscal 2013 were immaterial to its financials statements. | |||||||||
Certain of Gen-Probe’s assets were designated as assets held-for-sale and recorded at fair value less the estimated cost to sell such assets. These represented non-core assets to the Company’s business plan and were expected to be sold within one year of the acquisition. Assets and liabilities held-for-sale are reflected separately in the Company’s Consolidated Balance Sheet. The following represents the components of the asset groups classified as held-for-sale as of September 29, 2012: | |||||||||
Assets: | |||||||||
Cash | $ | 2,563 | |||||||
Accounts receivable | 8,520 | ||||||||
Inventory | 15,680 | ||||||||
Property, plant and equipment | 13,259 | ||||||||
Other assets | 3,083 | ||||||||
Intangible assets and goodwill | 51,398 | ||||||||
Total assets held-for-sale | $ | 94,503 | |||||||
Liabilities: | |||||||||
Accrued liabilities | (7,622 | ) | |||||||
Net assets held-for-sale | $ | 86,881 | |||||||
On January 3, 2013, the Company entered into a definitive agreement to sell its LIFECODES business to Immucor, Inc. for $85.0 million in cash, subject to adjustment, plus a contingent payment of an additional $10.0 million if certain future revenue results are achieved. This transaction closed on March 22, 2013, and the Company recorded a gain on the sale of $0.9 million in the second quarter of fiscal 2013. LIFECODES sells molecular and antibody-based assays in the markets of transplant diagnostics, specialty coagulation and transfusion medicine. In the first and third quarters of fiscal 2013, the Company completed the sale of the other asset groups classified as held-for-sale for an aggregate of $2.8 million. | |||||||||
As part of the purchase price allocation, the Company determined that the identifiable intangible assets were developed technology, IPR&D, a customer contract, and trade names. The fair value of the intangible assets was estimated using the income approach and the cash flow projections were discounted using rates ranging from 10% to 12%. The cash flows were based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. | |||||||||
The developed technology assets are comprised of know-how, patents and technologies embedded in Gen-Probe’s products and relate to currently marketed products and related instrument automation. In valuing the developed technology assets, consideration was only given to products that have received regulatory approval. The developed technology assets primarily comprise the significant product families used in diagnostic testing, and the majority of fair value relates to the Aptima family of assays for testing of certain sexually transmitted diseases and microbial infectious diseases and the Procleix family of assays for blood screening. The Company applied the Excess Earnings Method under the income approach to determine the fair value of the developed technology assets excluding the Procleix technology asset, for which the Company applied the Relief-from-Royalty Method to determine its fair value. | |||||||||
IPR&D projects relate to in-process projects that have not reached technological feasibility as of the acquisition date and have no alternative future use. The primary basis for determining technological feasibility of these projects is obtaining regulatory approval to market the underlying product, which primarily pertains to receiving approval to perform certain diagnostic testing on Gen-Probe’s instrumentation, such as the Panther and Tigris systems. The Company recorded $117.0 million of IPR&D assets related to six projects. Subsequent to the acquisition and through September 2013, the Company has received FDA approval for three projects with an aggregate value of $93.0 million. Amortization of these assets begins once FDA approval is received. The other projects are expected to be completed over the next four years with a total cost of approximately $49.0 million to complete such projects. Given the uncertainties inherent with product development and commercial introduction, there can be no assurance that any of the Company’s product development efforts will be successful, completed on a timely basis or within budget, if at all. All of the IPR&D assets were valued using the Multiple-Period Excess Earnings Method approach using a discount rate of 12.0%. | |||||||||
The customer contract intangible asset pertains to Gen-Probe’s relationship with Novartis Vaccines and Diagnostics, Inc., and the Company used the Excess Earnings Method to estimate the fair value of this asset. Trade names relate to the Gen-Probe corporate name and the primary product names, and the Company used the Relief-from-Royalty Method to estimate the fair value of these assets. | |||||||||
Developed technology, customer contract and trade names are being amortized on a straight-line basis over a weighted average period of 13.4 years, 13.0 years and 11.0 years, respectively. | |||||||||
The Company estimated the fair value of property, plant and equipment using a combination of the cost and market approaches, depending on the component. The Company applied the cost approach as the primary method in estimating the fair value of land and buildings. In total, the fair value adjustment to increase the carrying amount of property, plant and equipment was $107.9 million, of which $70.6 million related to land and buildings. | |||||||||
The excess of the purchase price over the estimated fair value of the net tangible and intangible assets acquired was recorded to goodwill. The factors contributing to the recognition of the amount of goodwill were based on several strategic and synergistic benefits that are expected to be realized from the Gen-Probe acquisition. These benefits include the expectation that the combination of the combined company’s complementary products in the molecular diagnostics market with Gen-Probe’s fully automated product franchise will significantly broaden the Company’s offering in women’s health and diagnostics. The combined company is expected to benefit from a broader global presence and with Hologic’s direct sales force and marketing in Europe and its investment in China distribution, the growth prospects of Gen-Probe’s products are expected to be enhanced significantly. The combined company anticipates significant cross-selling opportunities within the diagnostics market through Hologic’s larger channel coverage and physician sales team. None of the goodwill is expected to be deductible for income tax purposes. | |||||||||
Gen-Probe’s revenue and pre-tax loss for the period from the acquisition date to September 29, 2012 were $89.5 million and $47.7 million, respectively. The following unaudited pro forma information presents the combined financial results for the Company and Gen-Probe as if the acquisition of Gen-Probe had been completed at the beginning of fiscal 2011: | |||||||||
Year Ended | Year Ended | ||||||||
September 29, 2012 | September 24, 2011 | ||||||||
Revenue | $ | 2,526,336 | $ | 2,310,384 | |||||
Net loss | $ | (164,539 | ) | $ | (127,240 | ) | |||
Basic and diluted net loss per common share | $ | (0.62 | ) | $ | (0.49 | ) | |||
The unaudited pro forma information for fiscal 2012 and 2011 was calculated after applying the Company’s accounting policies and the impact of acquisition date fair value adjustments. Fiscal 2012 unaudited pro forma net loss was adjusted to exclude acquisition-related transaction costs and restructuring costs solely related to the consolidation of the Diagnostics business. These expenses have been added to fiscal 2011 unaudited pro forma net loss. In addition, the fiscal year 2012 unaudited pro forma net loss was adjusted to exclude nonrecurring expenses related to the fair value adjustments associated with the acquisition of Gen-Probe that were recorded by the Company. The fiscal year 2011 pro forma net loss was adjusted to include these acquisition-related transaction costs and expenses related to the fair value adjustments. These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments to reflect pro forma results of operations as if the acquisition occurred on September 26, 2010, such as fair value adjustment to inventory, accounts receivable, and property, plant and equipment, increased expenses for restructuring charges and retention costs, increased interest expense on debt obtained to finance the transaction, lower investment income and increased amortization for the fair value of acquired intangible assets. The pro forma information does not reflect the effect of costs, other than restructuring and retention, or synergies that would have been expected to result from the integration of the acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combination occurred at the beginning of each period presented, or of future results of the consolidated entities. | |||||||||
Fiscal 2011 Acquisitions: | |||||||||
TCT International Co., Ltd. | |||||||||
On June 1, 2011, the Company completed the acquisition of 100% of the equity interest in TCT International Co., Ltd. (“TCT”) and subsidiaries, a privately-held distributor of medical products, including the Company’s ThinPrep Pap Test, related instruments and other diagnostic and surgical products. TCT’s operating subsidiaries are located in Beijing, China. The Company’s acquisition of TCT has enabled it to obtain an established nationwide sales organization and customer support infrastructure in China, which is consistent with the Company’s international expansion strategy. TCT has been integrated within the Company’s international operations, and its results are primarily reported within the Company’s Diagnostics reporting segment and to a lesser extent within the Company’s GYN Surgical reporting segment from the date of acquisition. The Company concluded that the acquisition of TCT did not represent a material business combination, and therefore, no pro forma financial information has been provided herein. | |||||||||
The purchase price of $148.4 million was comprised of $135.0 million in cash, of which $100.0 million was paid up-front and $35.0 million plus a working capital adjustment of $13.2 million, was deferred for one year. In addition, $0.9 million was paid in the first quarter of fiscal 2012 for additional assets acquired. The deferred payment was recorded on a present value basis of $47.5 million in purchase accounting to reflect fair value, and such payment was accreted through interest expense over the one year deferral period. The $35.0 million and a portion of the working capital adjustment of $8.5 million were paid in the fourth quarter of fiscal 2012. As agreed to by the parties, the remainder is due after the completion of fiscal 2013. In addition, the majority of the former shareholders of TCT were eligible to receive two annual contingent earn-out payments (subject to adjustment) not to exceed $200.0 million less the deferred payment. The contingent earn-out payments were based on a multiple of incremental revenue growth for the one year periods beginning January 1, 2011 and January 1, 2012 as compared to the respective prior year periods, and were payable after the first and second anniversaries from the date of acquisition, respectively. Since these payments were contingent on future employment, they were recognized as compensation expense ratably over the required service periods. Based on actual and projected revenues for the TCT business, the Company recorded compensation expense of $80.0 million, $75.5 million and $17.6 million in fiscal 2013, 2012 and 2011, respectively. In the third quarter of fiscal 2012, the first measurement period was completed, and the Company paid the earned contingent consideration of $54.0 million in the fourth quarter of fiscal 2012. The second earn-out period was completed in the third quarter of fiscal 2013, and the Company paid $87.4 million in the fourth quarter of fiscal 2013. As of September 28, 2013, the Company had accrued $31.7 million, which the Company paid in November 2013. | |||||||||
The Company did not issue any equity awards in connection with this acquisition, and third-party transaction costs were not significant. | |||||||||
The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of June 1, 2011. The components of the purchase price allocation consisted of the following: | |||||||||
Cash | $ | 27,961 | |||||||
Accounts receivable | 17,811 | ||||||||
Inventory | 5,301 | ||||||||
Property and equipment | 4,710 | ||||||||
Other tangible assets | 1,082 | ||||||||
Accrued taxes | (14,874 | ) | |||||||
Accounts payable and accrued expenses | (6,641 | ) | |||||||
Customer relationships | 45,780 | ||||||||
Business licenses | 2,500 | ||||||||
Trade names | 2,110 | ||||||||
Deferred taxes, net | (12,473 | ) | |||||||
Goodwill | 75,161 | ||||||||
Purchase Price | $ | 148,428 | |||||||
In connection with the purchase price allocation, the Company determined that the separately identifiable intangible assets were customer relationships, business licenses, and trade names related to the TCT company name. The fair value of the intangible assets was determined through the application of the income approach, and the cash flow projections were discounted at 12.5%. Customer relationships relate to relationships that TCT’s founders and sales force have developed with obstetricians, gynecologists, hospitals, and clinical laboratories. Customer relationships, business licenses and trade names are being amortized over a weighted average period of 12.7 years, 10 years and 12 years, respectively. The excess of the purchase price over the fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. The goodwill recognized is attributable to the established sales and distribution network of TCT and expected synergies that the Company will realize from this acquisition. None of the goodwill is expected to be deductible for income tax purposes. | |||||||||
Interlace Medical, Inc. | |||||||||
On January 6, 2011, the Company consummated the acquisition of 100% of the equity interest in Interlace, a privately-held company located in Framingham, Massachusetts. Interlace is the developer, manufacturer and supplier of the MyoSure hysteroscopic tissue removal system (“MyoSure”). The MyoSure system is a tissue removal device that is designed to provide incision-less removal of fibroids and polyps within the uterus. Interlace’s operations are reported within the Company’s GYN Surgical reporting segment from the date of acquisition. The Company believes that MyoSure is a complementary product to its existing surgical product portfolio. The Company concluded that the acquisition of Interlace did not represent a material business combination, and therefore, no pro forma financial information has been provided herein. | |||||||||
The purchase price was comprised of $126.8 million in cash (“Initial Consideration”), which was net of certain adjustments, plus two annual contingent payments up to a maximum of an additional $225.0 million in cash. In addition to the Initial Consideration, $2.1 million was paid to certain employees upon the completion of three and six months of service from the date of acquisition. Since these payments were contingent on future employment, they were recognized as compensation expense in fiscal 2011. The purchase agreement includes an indemnification provision that provides for the reimbursement of a portion of legal expenses in defense of the Interlace intellectual property. The Company has the right to collect certain amounts set aside in escrow from the Initial Consideration and, as applicable, offset contingent consideration payments with qualifying legal costs. | |||||||||
The contingent payments were based on a multiple of incremental revenue growth during a two-year period following the completion of the acquisition. Pursuant to ASC 805, the Company recorded its estimate of the fair value of the contingent consideration liability based on future revenue projections of the Interlace business under various potential scenarios and weighted probability assumptions of these outcomes. As of the date of acquisition, these cash flow projections were discounted using a rate of 15.6%. The discount rate is based on the weighted-average cost of capital of the acquired business plus a credit risk premium for non-performance risk related to the liability pursuant to ASC 820. This analysis resulted in an initial contingent consideration liability of $86.6 million, which was adjusted periodically as a component of operating expenses based on changes in fair value of the liability due to the accretion of the liability for the time value of money and changes in the assumptions pertaining to the achievement of the defined revenue growth milestones. This fair value measurement was based on significant inputs not observable in the market and thus represented a Level 3 measurement as defined in ASC 820. This fair value measurement is directly impacted by the Company’s estimate of future incremental revenue growth of the business. Accordingly, if actual revenue growth is higher or lower than the estimates within the fair value measurement, the Company would record additional charges or benefits, respectively, as appropriate. The Company recorded charges of $11.3 million and $41.8 million in fiscal 2013 and 2012, respectively, due to an increase in revenue estimates for Interlace and $6.3 million in fiscal 2011 for accretion to record the contingent consideration liability at fair value. The fair value of the contingent consideration for the first and second measurement periods was $93.8 million and $51.8 million, respectively. Payments were disbursed in the second quarter of fiscal 2013 and 2012, respectively, of which $39.0 million and $47.6 million, respectively, is reflected in the Consolidated Statements of Cash Flows as cash used in financing activities, representing the liability recognized at fair value for the first measurement period as of the acquisition date. The remainder, which is related to changes in the fair value of the liability, is reflected within cash provided by operating activities. The second measurement period payment of $86.9 million was paid to the former Interlace stockholders in the second quarter of fiscal 2013. The remainder was withheld for legal indemnification provisions and is being used to pay qualifying legal expenses. | |||||||||
The Company did not issue any equity awards in connection with this acquisition, and third-party transaction costs were not significant. | |||||||||
The purchase price consideration was as follows: | |||||||||
Cash | $ | 126,798 | |||||||
Contingent consideration | 86,600 | ||||||||
Total purchase price | $ | 213,398 | |||||||
The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of January 6, 2011. The components of the purchase price allocation consisted of the following: | |||||||||
Cash | $ | 9,070 | |||||||
Inventory, including fair value adjustments | 1,795 | ||||||||
Other tangible assets | 1,291 | ||||||||
Accounts payable and accrued expenses | (1,988 | ) | |||||||
Developed technology | 158,741 | ||||||||
Trade names | 1,750 | ||||||||
Deferred taxes, net | (45,342 | ) | |||||||
Goodwill | 88,081 | ||||||||
Purchase Price | $ | 213,398 | |||||||
As part of the purchase price allocation, the Company determined that the separately identifiable intangible assets were developed technology and trade names related to the MyoSure product name. The fair value of the intangible assets was determined through the application of the income approach, and the cash flow projections were discounted at 12.7%. Developed technology represented currently marketable Interlace products that the Company will continue to sell and utilize to enhance and incorporate into the Company’s existing products. In determining the fair value of developed technology, consideration was only given to products that had been approved by the FDA. Based on the early stage of other projects and an insignificant allocation of resources to those projects, the Company concluded that there were no in-process projects of a material nature. Developed technology and trade names are being amortized over 15 years and 13 years, respectively. The excess of the purchase price over the fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. The goodwill recognized is attributable to expected synergies that the Company will realize from this acquisition. None of the goodwill is expected to be deductible for income tax purposes. | |||||||||
Beijing Healthcome Technology Company, Ltd. | |||||||||
On July 19, 2011, the Company completed its acquisition of 100% of the equity in Beijing Healthcome Technology Company, Ltd. (“Healthcome”), a privately-held manufacturer of medical equipment, including mammography equipment, located in Beijing, China. Healthcome manufactured analog mammography products targeted to lower tier hospital segments in China. Additionally, Healthcome had been collaborating with the Company’s research and development team to integrate its selenium detector technology into the Healthcome mammography platform. On December 21, 2011, the Company received SFDA approval in China for its Serenity digital mammography system. This acquisition provides the Company with manufacturing capability in China and additional access to the Chinese markets. The purchase price was $8.8 million in cash, which is net of a working capital adjustment. The Company concluded that the acquisition of Healthcome did not represent a material business combination, and therefore, no pro forma financial information has been provided herein. The Company was obligated to make future payments to the shareholders, who remain employed, up to an additional $7.1 million over three years. Since these payments were contingent on future employment, they were being recognized as compensation expense ratably over the respective service periods. In the fourth quarter of fiscal 2012, the Company and former shareholders agreed that the former shareholders would terminate their employment. The Company agreed to pay the majority of the contingent consideration in accordance with the original payment terms. As a result, the Company accelerated the unearned compensation in the fourth quarter of fiscal 2012. The Company recorded compensation expense of $5.6 million and $0.3 million in fiscal 2012 and 2011, respectively. Healthcome’s operations are reported within the Company’s Breast Health reporting segment from the date of acquisition. | |||||||||
As part of the purchase price allocation, the Company determined that the separately identifiable intangible assets were developed technology of $3.3 million, in-process research and development of $0.9 million, and trade names of $0.2 million. The in-process research and development project was completed in the first quarter of fiscal 2012. The fair value of the intangible assets was determined through the application of the income approach, and the cash flow projections were discounted using rates ranging from 27% to 30%. Developed technology and trade names are being amortized over their useful lives of 13 and 7 years, respectively. The excess of the purchase price over the fair value of the tangible net assets and intangible assets acquired of $6.4 million was recorded to goodwill. The goodwill recognized is attributable to expected synergies that the Company will realize from this acquisition. None of the goodwill is expected to be deductible for income tax purposes. |
Restructuring_and_Divestiture_
Restructuring and Divestiture Charges | 12 Months Ended | ||||||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||||||||||||||
Restructuring and Divestiture Charges | ' | ||||||||||||||||||||||||
4 | Restructuring and Divestiture Charges | ||||||||||||||||||||||||
The Company evaluates its operations for opportunities to improve operational effectiveness and efficiency, including facility and operations consolidation, and to better align expenses with revenues. As a result of these assessments, the Company has undertaken various restructuring actions as described below. The following table displays charges taken related to restructuring actions in fiscal 2013 and 2012 and a rollforward of the charges to the accrued balances as of September 28, 2013. Such initiatives were not significant in fiscal 2011. | |||||||||||||||||||||||||
Restructuring Charges | Abandonment of | Consolidation of | Closure of | Fiscal 2013 | Other | Total | |||||||||||||||||||
Adiana Product | Diagnostics | Indianapolis | Actions | Operating | |||||||||||||||||||||
Line | Operations | Facility | Cost | ||||||||||||||||||||||
Reductions | |||||||||||||||||||||||||
Fiscal 2012 charges: | |||||||||||||||||||||||||
Non-cash impairment charge | $ | 16,316 | $ | 585 | $ | — | $ | — | $ | — | $ | 16,901 | |||||||||||||
Purchase orders and other contractual obligations | 3,099 | — | — | — | — | 3,099 | |||||||||||||||||||
Workforce reductions | 128 | 14,202 | 879 | — | 40 | 15,249 | |||||||||||||||||||
Facility closure costs | — | — | — | — | 430 | 430 | |||||||||||||||||||
Other | — | — | 900 | — | — | 900 | |||||||||||||||||||
Total fiscal 2012 charges | $ | 19,543 | $ | 14,787 | $ | 1,779 | $ | — | $ | 470 | $ | 36,579 | |||||||||||||
Recorded to cost of product sales | $ | 19,064 | $ | — | $ | — | $ | — | $ | — | $ | 19,064 | |||||||||||||
Recorded to restructuring | $ | 479 | $ | 14,787 | $ | 1,779 | $ | — | $ | 470 | $ | 17,515 | |||||||||||||
Fiscal 2013 charges: | |||||||||||||||||||||||||
Workforce reductions | $ | — | $ | 13,950 | $ | 4,805 | $ | 11,332 | $ | 1,127 | $ | 31,214 | |||||||||||||
Facility closure costs | — | — | 173 | — | 377 | 550 | |||||||||||||||||||
Other | — | — | 651 | 42 | 236 | 929 | |||||||||||||||||||
Fiscal 2013 restructuring charges | $ | — | $ | 13,950 | $ | 5,629 | $ | 11,374 | $ | 1,740 | $ | 32,693 | |||||||||||||
Divestiture net charges | — | — | — | — | — | 112 | |||||||||||||||||||
Fiscal 2013 restructuring and divestiture charges | $ | — | $ | 13,950 | $ | 5,629 | $ | 11,374 | $ | 1,740 | $ | 32,805 | |||||||||||||
Rollforward of Accrued Restructuring | |||||||||||||||||||||||||
Total fiscal 2012 charges | $ | 19,543 | $ | 14,787 | $ | 1,779 | $ | — | $ | 470 | $ | 36,579 | |||||||||||||
Non-cash impairment charges | (16,316 | ) | (585 | ) | — | — | — | (16,901 | ) | ||||||||||||||||
Stock compensation | — | (3,500 | ) | — | — | — | (3,500 | ) | |||||||||||||||||
Severance payments | (128 | ) | (2,423 | ) | — | — | (78 | ) | (2,629 | ) | |||||||||||||||
Other payments | (2,572 | ) | — | — | — | (430 | ) | (3,002 | ) | ||||||||||||||||
Acquired | — | 83 | — | — | — | 83 | |||||||||||||||||||
Foreign exchange and other adjustments | — | 22 | — | — | 91 | 113 | |||||||||||||||||||
Balance at September 29, 2012 | $ | 527 | $ | 8,384 | $ | 1,779 | $ | — | $ | 53 | $ | 10,743 | |||||||||||||
Fiscal 2013 restructuring charges | $ | — | $ | 13,950 | $ | 5,629 | $ | 11,374 | $ | 1,740 | $ | 32,693 | |||||||||||||
Stock compensation | — | (6,322 | ) | — | (1,595 | ) | — | (7,917 | ) | ||||||||||||||||
Non-cash impairment charges | — | — | — | — | (54 | ) | (54 | ) | |||||||||||||||||
Severance payments | — | (13,068 | ) | (3,048 | ) | (4,425 | ) | (897 | ) | (21,438 | ) | ||||||||||||||
Other payments | (527 | ) | — | (566 | ) | (25 | ) | (560 | ) | (1,678 | ) | ||||||||||||||
Foreign exchange and other adjustments | — | (2 | ) | — | (14 | ) | 6 | (10 | ) | ||||||||||||||||
Balance at September 28, 2013 | $ | — | $ | 2,942 | $ | 3,794 | $ | 5,315 | $ | 288 | $ | 12,339 | |||||||||||||
Abandonment of Adiana Product Line | |||||||||||||||||||||||||
At the end of the second quarter of fiscal 2012, the Company decided to cease manufacturing, marketing and selling its Adiana system, which was a product line within the Company’s GYN Surgical reporting segment. Management determined that the product was not financially viable and would not become so in the foreseeable future. In addition, the Company settled its intellectual property litigation regarding the Adiana system with Conceptus as discussed in Note 13. As a result, in the second quarter of fiscal 2012, the Company recorded a charge of $18.3 million and recorded additional adjustments in fiscal 2012 resulting in an aggregate charge of $19.5 million. Of the total charge, $19.1 million was recorded within cost of product sales and $0.4 million was recorded in restructuring. The amount recorded in cost of product sales comprised impairment charges of $9.9 million to record inventory at its net realizable value, $6.5 million to write down certain manufacturing equipment and equipment placed at customer sites to its fair value that had no further utility, and $2.7 million for outstanding contractual purchase orders of raw materials and components that will not be utilized and other contractual obligations. In connection with this action, the Company terminated certain manufacturing and other personnel primarily at its Costa Rica location, resulting in severance charges of $0.1 million, and incurred other contractual charges of $0.3 million. All identified employees were terminated and paid as of September 29, 2012. | |||||||||||||||||||||||||
Consolidation of Diagnostics Operations | |||||||||||||||||||||||||
In connection with its acquisition of Gen-Probe, the Company implemented restructuring actions to consolidate its Diagnostics operations, such as streamlining product development initiatives, reducing overlapping functional areas such as sales, marketing and general and administrative functions, and consolidation of manufacturing resources, field services and support. As a result, the Company terminated certain employees from Gen-Probe and its legacy diagnostics business in research and development, sales, marketing, and general and administrative functions. The Company recorded severance and benefit charges in fiscal 2012 of $13.3 million related to this action pursuant to ASC 420, Exit or Disposal Cost Obligations (ASC 420). The majority of these employees ceased working in the fourth quarter of fiscal 2012, and their full severance charge was recorded in the fourth quarter of fiscal 2012. In addition, certain of the terminated Gen-Probe employees had unvested stock options, which were accelerated at termination pursuant to the stock options’ original terms. As such, the severance charges in fiscal 2012 include $3.5 million of stock-based compensation expense. For the year ended September 28, 2013, the Company recorded $10.8 million of severance charges, including $6.3 million for stock-based compensation. Included in these charges is $9.7 million recorded in the second quarter of fiscal 2013 related to certain Gen-Probe executives including Carl Hull, Gen-Probe’s former Chairman, President and Chief Executive Officer, who ceased employment. The charge was for the acceleration of certain retention payments and equity awards pursuant to the original terms of the related agreements. | |||||||||||||||||||||||||
In addition, the Company is in process of moving its legacy molecular diagnostics operations from Madison, Wisconsin to Gen-Probe’s facilities in San Diego, California. This transfer is expected to be finalized by the end of fiscal 2014 and, as a result, the majority of employees in Madison will be terminated. The Company is recording severance and benefit charges pursuant to ASC 420 and estimates the total severance and benefits charge to be approximately $6.4 million, which is being recorded ratably over the estimated service period of the affected employees. The Company recorded $3.2 million in the year ended September 28, 2013 and $0.9 million in the fourth quarter of fiscal 2012. The Company also recorded non-cash charges of $0.6 million in the fourth quarter of fiscal 2012 as a result of exiting certain research projects. Additional charges, which are not expected to be significant, will be recorded as the manufacturing operation is transferred and the facility is closed down. These charges will be recorded as they are incurred. | |||||||||||||||||||||||||
Closure of Indianapolis Facility | |||||||||||||||||||||||||
In the fourth quarter of fiscal 2012, the Company finalized its decision to transfer production of the majority of its interventional breast products, which are included within the Breast Health reporting segment, from its Indianapolis facility to its facility in Costa Rica. The transfer is expected to be completed in the first half of fiscal 2014, and the majority of employees at the Indianapolis, Indiana location will be terminated. The Company is recording severance and benefit charges pursuant to ASC 420 and estimates the total severance and benefits charge to be approximately $6.0 million, which is being recorded ratably over the estimated service period of the affected employees. The Company recorded $4.8 million of severance benefits in the year ended September 28, 2013 and $0.9 million in the fourth quarter of fiscal 2012. In addition, the Company recorded charges of $0.8 million in fiscal 2013 for additional miscellaneous items and $0.9 million in the fourth quarter of fiscal 2012 for amounts owed to the state of Indiana for employment credits. Additional charges, which are not expected to be significant, will be recorded as the manufacturing operation is transferred and the facility is closed down. These charges will be recorded as they are incurred. | |||||||||||||||||||||||||
Fiscal 2013 Actions | |||||||||||||||||||||||||
During the third quarter of fiscal 2013, the Company implemented a cost reduction initiative comprised of reducing headcount and evaluating research projects and operating costs. In connection with this plan, the Company terminated certain employees on a worldwide basis. The Company is primarily recording severance and benefit charges pursuant to ASC 420 and estimates the total severance and benefits charge to be approximately $5.2 million. For those employees who will continue to be employed beyond the minimum retention period, charges are being recorded ratably over the estimated service period of the affected employees. The Company recorded $4.6 million of severance and benefit charges in fiscal 2013. | |||||||||||||||||||||||||
During the fourth quarter of fiscal 2013, effective July 18, 2013, Robert A. Cascella resigned as the Company’s President and Chief Executive Officer, and as a member of the Board of Directors of the Company, and effective at the same time, John W. Cumming was appointed as the Company’s President and Chief Executive Officer. In connection with this management change, additional headcount reductions were implemented. As a result of this action, the Company recorded $6.8 million in the fourth quarter of fiscal 2013 for severance and benefits charges. All employees were notified prior to September 28, 2013 and primarily ceased employment in the fourth quarter. The severance and benefit charges were accounted for pursuant to ASC 712, Compensation-Nonretirement Postemployment Benefits, for those employess with contractual arrangements and under ASC 420 for the remainder of affected employees. In addition to the acceleration of stock options pursuant to the stock options’ original terms for certain employees, the Company also modified the terms of equity awards to certain employees resulting in aggregate stock compensation charges of $1.4 million. | |||||||||||||||||||||||||
In the fourth quarter of fiscal 2013, in connection with the Company’s cost reduction initiatives, it decided to shut-down its Hitec-Imaging organic photoconductor manufacturing line located in Germany. As a result, the Company will terminate certain employees, primarily in manufacturing, in fiscal 2014 and incur severance and benefit charges, which will be recorded pursuant to ASC 420. The Company is currently working with the local Works Council to negotiate severance benefits for the affected employees, which number approximately 100. In connection with this action, the Company recorded a $0.3 million impairment charge in the fourth quarter of fiscal 2013 to record certain equipment at fair value. | |||||||||||||||||||||||||
Other Operating Cost Reductions: | |||||||||||||||||||||||||
Consolidation of Selenium Panel Coating Production | |||||||||||||||||||||||||
During the third quarter of fiscal 2012, the Company finalized its decision to consolidate its Selenium panel coating process and transfer the production line to its Newark, Delaware facility from its Hitec-Imaging German subsidiary. This production line is included within the Breast Health segment. The transfer was completed in the fourth quarter of fiscal 2013. In connection with this consolidation plan, the Company terminated certain employees, primarily manufacturing personnel. Severance charges were recorded pursuant to ASC 420 because the severance benefits qualify as one-time employee termination benefits. The termination communications began in January 2013, and the Company recorded severance charges of $1.1 million in the year ended September 28, 2013. No additional charges will be incurred under this plan. | |||||||||||||||||||||||||
Other | |||||||||||||||||||||||||
The Company recorded a charge of $0.4 million in fiscal 2013 for a lease obligation charge and the write-off of related leaseholds. | |||||||||||||||||||||||||
During the second quarter of fiscal 2012, the Company abandoned certain lease space and recorded charges of $0.4 million to terminate the leases and write-off related leasehold improvements that have no further utility. The obligation to the landlord was paid in the third quarter of fiscal 2012. During the fourth quarter of fiscal 2012, the Company terminated the employment of certain individuals and recorded a severance and benefits charge of $0.1 million, which was partially offset by the reversal of severance charges recorded in fiscal 2011. | |||||||||||||||||||||||||
Divestitures | |||||||||||||||||||||||||
In the fourth quarter of fiscal 2013, the Company designated the assets of its Elucigene product line, acquired in the Gen-Probe acquisition, as assets held-for-sale, and recorded a charge of $0.7 million to record the assets at fair value. In the first quarter of fiscal 2014, the Company finalized the sale of the assets for $3.0 million. At September 28, 2013, assets held-for-sale consisted of inventory and certain equipment valued at $2.4 million and goodwill of $0.6 million. | |||||||||||||||||||||||||
The Company completed the sale of its LIFECODES business and recorded a net gain of $0.9 million in the second quarter of fiscal 2013. For the year ended September 28, 2013, the Company recorded a charge of $0.3 million related to the disposition of certain other assets held-for-sale. | |||||||||||||||||||||||||
Fiscal 2011 Charges | |||||||||||||||||||||||||
In the fourth quarter of fiscal 2011, the Company terminated the employment of certain individuals and recorded a severance and benefits charge of $0.3 million, all of which was unpaid as of September 24, 2011. In addition, in the fourth quarter of fiscal 2011, the Company sold a minor non-core product line for $1.1 million resulting in a net gain of $0.4 million. | |||||||||||||||||||||||||
Subsequent Events—Fiscal 2014 Action | |||||||||||||||||||||||||
In the first quarter of fiscal 2014, the Company implemented an additional cost reduction initiative which included headcount reductions. All affected employees were notified and ceased employment in the first quarter of fiscal 2014. The Company expects to record a severance and benefits charge of approximately $4.6 million in the first quarter of fiscal 2014. |
Borrowings_and_Credit_Arrangem
Borrowings and Credit Arrangements | 12 Months Ended | ||||||||||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Borrowings and Credit Arrangements | ' | ||||||||||||||||||||||||||||
5 | Borrowings and Credit Arrangements | ||||||||||||||||||||||||||||
The Company had total debt with a carrying value of $4.8 billion and $5.04 billion at September 28, 2013 and September 29, 2012, respectively. The Company’s borrowings consisted of the following: | |||||||||||||||||||||||||||||
September 28, | September 29, | ||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Current debt obligations, net of debt discount: | |||||||||||||||||||||||||||||
Term Loan A | $ | 49,713 | $ | 49,582 | |||||||||||||||||||||||||
Term Loan B | 113,966 | 14,853 | |||||||||||||||||||||||||||
Convertible Notes | 400,133 | — | |||||||||||||||||||||||||||
Total current debt obligations | 563,812 | 64,435 | |||||||||||||||||||||||||||
Long-term debt obligations, net of debt discount: | |||||||||||||||||||||||||||||
Term Loan A | 894,834 | 942,065 | |||||||||||||||||||||||||||
Term Loan B | 1,159,272 | 1,470,454 | |||||||||||||||||||||||||||
Senior Notes | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||
Convertible Notes | 1,187,992 | 1,558,660 | |||||||||||||||||||||||||||
Total long-term debt obligations | 4,242,098 | 4,971,179 | |||||||||||||||||||||||||||
Total debt obligations | $ | 4,805,910 | $ | 5,035,614 | |||||||||||||||||||||||||
The debt maturity schedule for the Company’s obligations as of September 28, 2013 is as follows: | |||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | 2019 and | Total | |||||||||||||||||||||||
Thereafter | |||||||||||||||||||||||||||||
Term Loan A | $ | 50,000 | $ | 100,000 | $ | 200,000 | $ | 600,000 | $ | — | $ | — | $ | 950,000 | |||||||||||||||
Term Loan B (1) | 115,000 | 15,000 | 15,000 | 15,000 | 15,000 | 1,110,000 | 1,285,000 | ||||||||||||||||||||||
Senior Notes | — | — | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||
Convertible Notes (2) | 405,000 | — | — | 450,000 | 879,225 | — | 1,734,225 | ||||||||||||||||||||||
$ | 570,000 | $ | 115,000 | $ | 215,000 | $ | 1,065,000 | $ | 894,225 | $ | 2,110,000 | $ | 4,969,225 | ||||||||||||||||
-1 | Fiscal 2014 column reflects reclassifying the Company’s early pay-down of $100.0 million of Term Loan B on October 31, 2013 to current. | ||||||||||||||||||||||||||||
-2 | Classified based on the earliest date of redemption for each respective issuance and the balance in fiscal 2018 reflects accretion on the 2013 Notes through September 28, 2013 as described below. | ||||||||||||||||||||||||||||
Credit Agreement | |||||||||||||||||||||||||||||
On August 1, 2012, the Company and certain domestic subsidiaries (the “Guarantors”) entered into a credit and guaranty agreement (the “Credit Agreement”) with Goldman Sachs Bank USA, in its capacity as administrative and collateral agent, and the lenders party thereto (collectively, the “Lenders”). | |||||||||||||||||||||||||||||
The credit facilities under the Credit Agreement initially consisted of: | |||||||||||||||||||||||||||||
• | $1.0 billion senior secured tranche A term loan (“Term Loan A”) with a final maturity date of August 1, 2017; | ||||||||||||||||||||||||||||
• | $1.5 billion secured tranche B term loan (“Term Loan B”) with a final maturity date of August 1, 2019; and | ||||||||||||||||||||||||||||
• | $300.0 million secured revolving credit facility (“Revolving Facility”) with a final maturity date of August 1, 2017. | ||||||||||||||||||||||||||||
Pursuant to the terms and conditions of the Credit Agreement, the Lenders committed to provide senior secured financing in an aggregate amount of up to $2.8 billion. As of the closing of the Gen-Probe acquisition, the Company borrowed $2.5 billion aggregate principal under the term loans of the Credit Agreement. Net proceeds to the Company were $2.41 billion, after issuing the term loans at a discount and deducting associated fees and expenses, all of which will be amortized to interest expense over the respective maturity dates of the debt. The proceeds were used to fund a portion of the purchase price for the Gen-Probe acquisition. | |||||||||||||||||||||||||||||
On March 20, 2013, the Company, the Guarantors, Goldman Sachs, and the Lenders entered into Refinancing Amendment No. 1 (the “Credit Agreement Amendment”) to the Credit Agreement. | |||||||||||||||||||||||||||||
The Credit Agreement Amendment (i) refinanced the Company’s original Term Loan A with a new senior secured tranche A term loan facility with the same principal amount, maturity date and amortization schedule but with an applicable margin 1.00% less than the original Term Loan A (at each margin level), (ii) refinanced the Company’s original Revolving Facility with a new senior secured revolving credit facility with the same principal amount and maturity date, but with an applicable margin 1.00% less than the original Revolving Facility (at each margin level), and (iii) amended certain covenants and terms of the Credit Agreement. | |||||||||||||||||||||||||||||
Effective as of the date of the Credit Agreement Amendment and as of September 28, 2013, amounts outstanding under the new Term Loan A and the new Revolving Facility will bear interest, at the Company’s option: (i) at the Base Rate plus 1.00% per annum, or (ii) at the Adjusted Eurodollar Rate (i.e., the Libor rate) plus 2.00% per annum. The applicable margin with respect to the New Term Loan A and the New Revolving Facility are subject to specified changes depending on the Company’s total net leverage ratio, as defined in the Credit Agreement. | |||||||||||||||||||||||||||||
Pursuant to ASC 470, Debt (ASC 470), the accounting for this refinancing is required to be evaluated on a creditor by creditor basis to determine whether each transaction should be accounted for as a modification or extinguishment. Certain creditors under the Credit Agreement did not participate in this refinancing transaction and ceased being creditors of the Company. As a result, the Company recorded a debt extinguishment loss of $3.2 million to write-off the pro-rata amount of unamortized debt discount and deferred issuance costs related to these creditors for the initial borrowings under the Term Loan A facility. For the remainder of the creditors, this transaction has been accounted for as a modification because the present value of the cash flows on a creditor by creditor basis between the two debt instruments was less than 10%. Pursuant to ASC 470, subtopic 50-40, third-party costs incurred directly related to the exchange were expensed as incurred. As such, the Company recorded issuance costs related to the refinancing of $2.4 million to interest expense in the second quarter of fiscal 2013. | |||||||||||||||||||||||||||||
On August 2, 2013, the Company, the Guarantors, Goldman Sachs, and the Lenders entered into Refinancing Amendment No. 2 (the “Credit Agreement Amendment 2”) to the Credit Agreement. The Credit Agreement Amendment 2 (i) refinanced the Company’s original Term Loan B with a new senior secured tranche B term loan facility with the same principal amount (subject to the prepayment referenced below), maturity date and amortization schedule but with an applicable margin 0.75% less than the original Term Loan B, and (ii) amended certain covenants and terms of the Credit Agreement. Effective as of the date of the Credit Agreement Amendment 2, amounts outstanding under the New Term Loan B will bear interest, at the Company’s option: (A) at the Base Rate with a floor of 2.00%, plus 1.75% per annum, or (B) at the Adjusted Eurodollar Rate (i.e., the Libor rate) with a floor of 1.00% plus 2.75% per annum. In connection with this refinancing, the Company voluntarily prepaid $200.0 million of principal of the Term Loan B facility. | |||||||||||||||||||||||||||||
Pursuant to ASC 470, the accounting for this refinancing is consistent with that described above for the Credit Agreement Amendment. As a result, the Company recorded a debt extinguishment loss of $6.0 million to write-off the pro-rata amount of unamortized debt discount and deferred issuance costs related to the voluntary prepayment of the Term Loan B facility. The Company expensed direct third-party costs of $1.1 million to interest expense in the fourth quarter of fiscal 2013. | |||||||||||||||||||||||||||||
On October 31, 2013, the Company voluntarily prepaid $100.0 million of its Term Loan B facility, which was reflected in current debt obligations, net of debt discount, as of September 28, 2013. | |||||||||||||||||||||||||||||
The Guarantors have guaranteed the Company’s obligations under the credit facilities, and the credit facilities are secured by first-priority liens on, and a first-priority security interest in, substantially all of the assets of the Company and the Guarantors, including all of the capital stock of substantially all of the U.S. subsidiaries owned by the Company and the Guarantors, 65% of the capital stock of certain of the Company’s first-tier foreign subsidiaries and all intercompany debt. The security interests are evidenced by a pledge and security agreement by and among Goldman Sachs Bank USA, as collateral agent, the Company and the Guarantors and other related agreements, including certain intellectual property security agreements and mortgages. | |||||||||||||||||||||||||||||
The Company is required to make scheduled principal payments under Term Loan A in increasing amounts ranging from $12.5 million per three month period beginning October 31, 2012 to $50.0 million per three month period commencing October 31, 2015, and under Term Loan B in equal installments of $3.75 million per three month period beginning on October 31, 2012 and for 27 three month periods thereafter. The remaining balance for each term loan is due at maturity. Any amounts outstanding under the Revolving Facility are due at maturity. Subject to certain limitations, the Company may voluntarily prepay any of the credit facilities without premium or penalty. The Company is required to make principal repayments first, pro rata among the term loan facilities, and second to the Revolving Facility from specified excess cash flows from operations and from the net proceeds of specified types of asset sales, debt issuances, insurance recoveries and equity offerings. | |||||||||||||||||||||||||||||
Interest accruing at the Base Rate generally is payable by the Company on a quarterly basis. Interest accruing at the Eurodollar Rate generally is payable on the last day of selected interest periods (which can be one, two, three and six months and in certain circumstances nine or twelve months) unless the interest period exceeds three months, in which case, interest is due at the end of every three month period. The Company is required to pay a quarterly commitment fee at an annual rate of 0.50% on the undrawn committed amount available under the Revolving Facility (which rate is subject to reduction depending on the total net leverage ratio as defined in the Credit Agreement). | |||||||||||||||||||||||||||||
Borrowings outstanding under the Credit Agreement in fiscal 2013 and 2012 had weighted average interest rates of 3.7% and 4.0%, respectively. The interest rates on the outstanding Term Loan A and Term Loan B borrowings at September 28, 2013 were 2.2% and 3.75%, respectively. Interest expense under the Credit Agreement totaled $107.6 million and $18.4 million for fiscal 2013 and 2012, respectively, which includes non-cash interest expense of $14.5 million and $2.4 million, respectively, related to the amortization of the deferred financing costs and accretion of the debt discount. | |||||||||||||||||||||||||||||
The Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured credit facilities, including covenants restricting the ability of the Company and the guarantors, subject to negotiated exceptions, to: incur additional indebtedness and additional liens on their assets, engage in mergers or acquisitions or dispose of assets; enter into sale-leaseback transactions; pay dividends or make other distributions; voluntarily prepay other indebtedness; enter into transactions with affiliated persons; make investments; and change the nature of their businesses. | |||||||||||||||||||||||||||||
The credit facilities contain total net leverage ratio and interest coverage ratio financial covenants measured as of the last day of each fiscal quarter, effective in our first quarter of fiscal 2013. The maximum net leverage ratio is 7.00:1.00 beginning on our fiscal quarter ended December 29, 2012, and then decreases over time to 4.00:1.00 for the quarter ending September 30, 2017 and each fiscal quarter thereafter. The minimum interest coverage ratio is 3.25:1.00 beginning on our fiscal quarter ended December 29, 2012, and then increases over time to 3.75:1.00 for the fiscal quarter ending September 30, 2017 and each quarter thereafter. The total net leverage ratio is defined as the ratio of our consolidated net debt as of the quarter end to our consolidated adjusted EBITDA for the four-fiscal quarter period ending on the measurement date. The interest coverage ratio is defined as the ratio of our consolidated adjusted EBITDA for the prior four-fiscal quarter period ending on the measurement date to adjusted consolidated cash interest expense for the same measurement period. These terms, and the calculation thereof, are defined in further detail in the Credit Agreement. The Company was in compliance with these financial covenants as of September 28, 2013. | |||||||||||||||||||||||||||||
The Company has evaluated the Credit Agreement for derivatives pursuant to ASC 815, Derivatives and Hedging, and identified embedded derivatives that require bifurcation as the features are not clearly and closely related to the host instrument. The embedded derivatives are a default provision, which could require additional interest payments, and provision requiring contingent payments to compensate the lenders for changes in tax deductions. The Company has determined that the fair value of these embedded derivatives was nominal as of September 28, 2013 and September 29, 2012. | |||||||||||||||||||||||||||||
Senior Notes | |||||||||||||||||||||||||||||
On August 1, 2012, the Company completed a private placement of $1.0 billion aggregate principal amount of its 6.25% senior notes due 2020 (“Senior Notes”) at an offering price of 100% of the aggregate principal amount of the Senior Notes. Net proceeds to the Company were $987.4 million after deducting underwriting fees and offering expenses, which will be amortized to interest expense over the term of the Senior Notes. The Senior Notes were registered under the Securities Act of 1933 in fiscal 2013. The Senior Notes are general senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by the Guarantors. The proceeds were used to fund a portion of the Gen-Probe acquisition. | |||||||||||||||||||||||||||||
On August 1, 2012, the Company and the Guarantors entered into an indenture with Wells Fargo Bank, National Association, as trustee, relating to the Senior Notes. The Senior Notes mature on August 1, 2020 and bear interest at the rate of 6.25% per year, payable semi-annually on February 1 and August 1 of each year, commencing on February 1, 2013. The Company recorded interest expense of $63.9 million and $10.7 million in fiscal 2013 and 2012, respectively. This includes non-cash interest expense of $1.6 million and $0.3 million in fiscal 2013 and 2012, respectively, related to the amortization of the deferred financing costs. | |||||||||||||||||||||||||||||
The indenture contains customarily applicable affirmative and negative covenants, including covenants restricting the ability of the Company and certain of its subsidiaries’, subject to negotiated exceptions and qualifications to: incur additional indebtedness; pay dividends or repurchase or redeem capital stock; make certain investments; incur liens; enter into certain types of transactions with the Company’s affiliates; and sell assets or consolidate or merge with or into other companies. The Company is not required to maintain any financial covenants with respect to the Senior Notes. | |||||||||||||||||||||||||||||
The Company may redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offerings at any time and from time to time before August 1, 2015, at a redemption price equal to 106.250% of the aggregate principal amount so redeemed, plus accrued and unpaid interest, if any, to the redemption date. The Company also has the option to redeem the Senior Notes on or after: August 1, 2015 through July 31, 2016 at 103.125% of par; August 1, 2016 through July 31, 2017 at 102.083% of par; August 1, 2017 through July 31, 2018 at 101.042% of par; and August 1, 2018 and thereafter at 100% of par. In addition, if the Company undergoes a change of control, as provided in the indenture, the Company will be required to make an offer to purchase each holder’s Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to the repurchase date. | |||||||||||||||||||||||||||||
The Company has evaluated the Senior Notes for derivatives pursuant to ASC 815 and did not identify any embedded derivatives that require bifurcation. All features were deemed to be clearly and closely related to the host instrument. | |||||||||||||||||||||||||||||
Convertible Notes | |||||||||||||||||||||||||||||
On December 10, 2007, the Company issued and sold $1.725 billion, at par, of 2.00% Convertible Senior Notes due December 15, 2037 (“2007 Notes”). Net proceeds from the offering were $1.69 billion, after deducting offering expenses. On November 18, 2010, the Company entered into separate, privately-negotiated exchange agreements under which it retired $450.0 million in aggregate principal of its 2007 Notes for $450.0 million in aggregate principal of new 2.00% Convertible Exchange Senior Notes due December 15, 2037 (“2010 Notes”). In connection with this exchange transaction, the Company recorded a debt extinguishment loss of $29.9 million in its Consolidated Statements of Operations in the first quarter of fiscal 2011. On February 29, 2012, the Company entered into separate, privately-negotiated exchange agreements under which it retired $500.0 million in aggregate principal of the 2007 Notes for $500.0 million in aggregate principal of new 2.00% Convertible Senior Notes due March 1, 2042 (“2012 Notes”). In connection with this exchange transaction, the Company recorded a debt extinguishment loss of $42.3 million in the second quarter of fiscal 2012. On February 14, 2013, the Company entered into separate, privately-negotiated exchange agreements under which it retired $370.0 million in aggregate principal of the 2007 Notes for $370.0 million in aggregate principal of new 2.00% Convertible Senior Notes due 2043 (“2013 Notes”). This exchange transaction was accounted for as a modification and no debt extinguishment loss or gain was recorded. The 2007 Notes, the 2010 Notes, the 2012 Notes and the 2013 Notes are collectively referred to herein as the “Convertible Notes.” | |||||||||||||||||||||||||||||
Holders may require the Company to repurchase the Convertible Notes prior to maturity on the dates set forth below: | |||||||||||||||||||||||||||||
• | the 2007 Notes on December 13, 2013, and each of December 15, 2017, 2022, 2027 and 2032; | ||||||||||||||||||||||||||||
• | the 2010 Notes on each of December 15, 2016, 2020 and 2025, December 13, 2030 and December 14, 2035; | ||||||||||||||||||||||||||||
• | the 2012 Notes on each of March 1, 2018, 2022, 2027 and 2032 and March 2, 2037; and | ||||||||||||||||||||||||||||
• | the 2013 Notes on each of December 15, 2017, 2022, 2027, 2032 and 2037. | ||||||||||||||||||||||||||||
Holders may also require the Company to repurchase the Convertible Notes upon a fundamental change, as defined in each of the applicable indentures. The Company may redeem all or a portion of the 2007 Notes at any time on or after December 18, 2013, all or a portion of the 2010 Notes at any time on or after December 19, 2016, all or a portion of the 2012 Notes at any time on or after March 6, 2018 and all or a portion of the 2013 Notes at any time on or after December 15, 2017. If, prior to maturity, a holder requires the Company to repurchase the Convertible Notes or the Company elects to redeem the Convertible Notes, the repurchase or redemption price of each Convertible Note will equal 100% of its principal amount, plus accrued and unpaid interest to, but excluding, the redemption or repurchase date, as applicable. On November 14, 2013, the Company announced that it would repurchase, on December 13, 2013, all of the outstanding 2007 Notes at a repurchase price payable in cash equal to 100% of the original principal amount of the 2007 Notes validly surrendered for repurchase and not withdrawn plus accrued and unpaid interest to, but not including, December 13, 2013, at the option of the holders of the 2007 Notes. | |||||||||||||||||||||||||||||
The 2007 Notes bear interest at a rate of 2.00% per year on the principal amount, payable semi-annually in arrears in cash on June 15 and December 15 of each year, ending on December 15, 2013. The 2007 Notes will accrete principal from December 15, 2013 at a rate that provides holders with an aggregate annual yield to maturity of 2.00% per year. Beginning with the six month interest period commencing December 15, 2013, the Company will pay contingent interest during any six month interest period to the holders of 2007 Notes if the “trading price”, as defined, of the 2007 Notes for each of the five trading days ending on the second trading day immediately preceding the first day of the applicable six month interest period equals or exceeds 120% of the accreted principal amount of the 2007 Notes. The holders of the 2007 Notes may convert the notes into shares of the Company’s common stock at a conversion price of approximately $38.59 per share, subject to adjustment, prior to the close of business on September 15, 2037 under any of the following circumstances: (1) during any calendar quarter if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) during the five business day period after any five consecutive trading day period in which the trading price per note for each day of such period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such day; (3) if the notes have been called for redemption; or (4) upon the occurrence of specified corporate events. None of these triggering events had occurred as of September 28, 2013. | |||||||||||||||||||||||||||||
The 2010 Notes bear interest at a rate of 2.00% per year on the principal amount, payable semi-annually in arrears in cash on June 15 and December 15 of each year ending on December 15, 2016 and will accrete principal from December 15, 2016 at a rate that provides holders with an aggregate annual yield to maturity of 2.00% per year. Beginning with the six month interest period commencing December 15, 2016, the Company will pay contingent interest during any six month interest period to the holders of 2010 Notes if the “trading price”, as defined, of the 2010 Notes for each of the five trading days ending on the second trading day immediately preceding the first day of the applicable six month interest period equals or exceeds 120% of the accreted principal amount of the 2010 Notes. The holders of the 2010 Notes may convert the 2010 Notes into shares of the Company’s common stock at a conversion price of approximately $23.03 per share, subject to adjustment, prior to the close of business on September 15, 2037 under any of the following circumstances: (1) during any calendar quarter if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) during the five business day period after any five consecutive trading day period in which the trading price per note for each day of such period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such day; (3) if the 2010 Notes have been called for redemption; or (4) upon the occurrence of specified corporate events. None of these triggering events had occurred as of September 28, 2013. | |||||||||||||||||||||||||||||
The 2012 Notes bear interest at a rate of 2.00% per year on the principal amount, payable semi-annually in arrears in cash on March 1 and September 1 of each year, beginning September 1, 2012 and ending on March 1, 2018 and will accrete principal from March 1, 2018 at a rate that provides holders with an aggregate annual yield to maturity of 2.00% per year. Beginning with the six month interest period commencing March 1, 2018, the Company will pay contingent interest during any six month interest period to the holders of 2012 Notes if the “trading price”, as defined, of the 2012 Notes for each of the five trading days ending on the second trading day immediately preceding the first day of the applicable six month interest period equals or exceeds 120% of the accreted principal amount of the 2012 Notes. The holders of the 2012 Notes may convert the 2012 Notes into shares of the Company’s common stock at a conversion price of $31.175 per share, subject to adjustment, prior to the close of business on March 1, 2042, subject to prior redemption or repurchase of the 2012 Notes, under any of the following circumstances: (1) during any calendar quarter if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) during the five business day period after any five consecutive trading day period in which the trading price per note for each day of such period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such day; (3) if the 2012 Notes have been called for redemption; or (4) upon the occurrence of specified corporate events. None of these triggering events had occurred as of September 28, 2013. | |||||||||||||||||||||||||||||
The 2013 Notes bear interest at a rate of 2.00% per year on the original principal amount, payable semi-annually in arrears in cash on June 15 and December 15 of each year, ending on December 15, 2013. The 2013 Notes accrete principal from their date of issuance at a rate of 4.00% per year until and including December 15, 2017, and 2.00% per year thereafter. Beginning with the six month interest period commencing December 15, 2017, the Company will pay contingent interest to the holders of 2013 Notes during any six month interest period if the “trading price,” as defined, of the 2013 Notes for each of the five trading days ending on the second trading day immediately preceding the first day of the applicable six month interest period equals or exceeds 120% of the accreted principal amount of the 2013 Notes. The holders of the 2013 Notes may convert the notes into shares of the Company’s common stock at a conversion price of approximately $38.59 per share, subject to adjustment, prior to the close of business on September 15, 2043 under any of the following circumstances: (1) during any calendar quarter if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) during the five business day period after any five consecutive trading day period in which the trading price per note for each day of such period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such day; (3) if the notes have been called for redemption; or (4) upon the occurrence of specified corporate events. At the option of the holder, regardless of the foregoing circumstances, holders may convert their respective 2013 Notes at any time on or after September 15, 2043 through the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate will not be adjusted for accrued interest or accreted principal in excess of the original $1,000 principal amount, as accrued interest and accreted principal will not be convertible into common stock. None of these triggering events had occurred as of September 28, 2013. | |||||||||||||||||||||||||||||
In lieu of delivery of shares of the Company’s common stock in satisfaction of the Company’s obligation upon conversion of the Convertible Notes, the Company may elect to deliver cash or a combination of cash and shares of its common stock. If the Company elects to satisfy its conversion obligation in a combination of cash and shares of the Company’s common stock, the Company is required to deliver up to a specified dollar amount of cash per $1,000 original principal amount of Convertible Notes, and will settle the remainder of its conversion obligation in shares of its common stock, in each case based on the daily conversion value calculated as provided in the respective indentures for the Convertible Notes. This net share settlement election is in the Company’s sole discretion and does not require the consent of holders of the Convertible Notes. It is the Company’s current intent and policy to settle any conversion of the Convertible Notes as if the Company had elected to make the net share settlement election. | |||||||||||||||||||||||||||||
The Convertible Notes are the Company’s senior unsecured obligations and rank equally with all of its existing and future senior unsecured debt and prior to all future subordinated debt. The Convertible Notes are effectively subordinated to any future secured indebtedness to the extent of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. | |||||||||||||||||||||||||||||
Accounting for the Convertible Notes | |||||||||||||||||||||||||||||
The Convertible Notes have been recorded pursuant to FASB Staff Position (“FSP”) APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1) (codified within ASC 470) since they can be settled in cash, or partially in cash, upon conversion. FSP APB 14-1 requires the liability and equity components of the convertible debt instrument to be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate when interest expense is subsequently recognized. The excess of the debt’s principal amount over the amount allocated to the liability component is recognized as the value of the embedded conversion feature (“equity component”) within additional-paid-in capital in stockholders’ equity and amortized to interest expense using the effective interest method. The liability component is initially recorded at its fair value, which is calculated using a discounted cash flow technique. Key inputs used to estimate the fair value of the liability component included the Company’s estimated nonconvertible debt borrowing rate as of the measurement date (i.e. the date the Convertible Notes are issued), the amount and timing of cash flows, and the expected life of the Convertible Notes. In addition, third-party transaction costs are required to be allocated to the liability and equity components based on their relative values. | |||||||||||||||||||||||||||||
On September 27, 2009 (the first day of fiscal 2010), as required, the Company adopted this accounting standard, which was applicable to the original issuance of its Convertible Notes at which time there was one issue, the 2007 Notes. The Company estimated the fair value of the 2007 Notes without the conversion feature as of the date of issuance (“liability component”). The estimated fair value of the liability component of $1.256 billion was determined using a discounted cash flow technique. Key inputs used to estimate the fair value of the liability component included the Company’s estimated nonconvertible debt borrowing rate as of December 10, 2007 (the date the 2007 Notes were issued), the amount and timing of cash flows, and the expected life of the 2007 Notes. The estimated effective interest rate of 7.62% was estimated by comparing other companies’ debt issuances that had features similar to the Company’s debt excluding the conversion feature and who had similar credit ratings during the same annual period as the Company. | |||||||||||||||||||||||||||||
The excess of the gross proceeds received over the estimated fair value of the liability component totaling $468.9 million was allocated to the conversion feature (“equity component”) as an increase to additional paid-in-capital with a corresponding offset recognized as a discount to reduce the net carrying value of the 2007 Notes. The discount, after adjustment for the exchange of convertible notes as discussed below, is being amortized to interest expense over a six-year period ending December 18, 2013 (the expected life of the liability component) using the effective interest method. In addition, a portion of the deferred financing costs were allocated to the equity component and recorded as a reduction to additional paid-in-capital. | |||||||||||||||||||||||||||||
The Company accounted for the 2007 Notes retirements in fiscal 2012 and 2011, discussed above, under the derecognition provisions of subtopic ASC 470-20-40, which requires the allocation of the fair value of the consideration transferred (i.e., the 2010 Notes and 2012 Notes, respectively) between the liability and equity components of the original instrument to determine the gain or loss on the transaction. In connection with the 2010 Notes and 2012 Notes transactions, the Company recorded a debt extinguishment loss of $29.9 million and $42.3 million in fiscal 2011 and 2012, respectively. The 2010 Notes exchange loss is comprised of the loss on the debt itself of $26.0 million and the write-off of the pro-rata amount of debt issuance costs of $3.9 million allocated to the notes retired. The 2012 Notes exchange loss is comprised of the loss on the debt itself of $39.7 million and the write-off of the pro-rata amount of debt issuance costs of $2.6 million allocated to the notes retired. The loss on the debt itself is calculated as the difference between the fair value of the liability component of the 2007 Notes amount retired immediately before the respective exchanges and its related carrying value immediately before the exchanges. The fair value of the liability component in each transaction was calculated similar to the description above for initially recording the 2007 Notes under FSP APB 14-1, and the Company used an effective interest rate of 5.46% and 2.89% for the 2010 Notes and 2012 Notes, respectively, representing the estimated nonconvertible debt borrowing rate with a maturity as of the measurement date consistent with the 2007 Notes first put date of December 2013. In addition, under this accounting standard, a portion of the fair value of the consideration transferred is allocated to the reacquisition of the equity component, which is the difference between the fair value of the consideration transferred and the fair value of the liability component immediately before the exchange. As a result, on a gross basis in the 2010 Notes and 2012 Notes transactions, $39.9 million and $41.6 million, respectively, was allocated to the reacquisition of the equity component of the original instrument, which was recorded net of deferred taxes within capital in excess of par value. | |||||||||||||||||||||||||||||
Since the 2010 Notes and 2012 Notes have the same characteristics as the 2007 Notes and can be settled in cash or a combination of cash and shares of common stock (i.e., partial settlement), the Company is required to account for the liability and equity components of its 2010 Notes and 2012 Notes separately to reflect its nonconvertible debt borrowing rate. The Company estimated the fair value of the liability component of 2010 Notes and 2012 Notes to be $349.0 million and $454.2 million, respectively, using a discounted cash flow technique with an estimated effective interest rate of 6.52% and 3.72%, respectively. The rates represent the estimated nonconvertible debt borrowing rate with a maturity as of the measurement date consistent with the 2010 Notes and 2012 Notes first put dates of December 2017 and March 2018, respectively. | |||||||||||||||||||||||||||||
The excess of the fair value of the consideration transferred, which was estimated using a binomial lattice model, over the estimated fair value of the liability component of $97.3 million and $79.7 million for the 2010 Notes and 2012 Notes, respectively, was allocated to the embedded conversion feature as an increase to additional paid-in-capital with a corresponding offset recognized as a discount to reduce the net carrying value of the respective notes. As a result of the fair value of the 2010 Notes being lower than the 2010 Notes principal value, there was an additional discount on the 2010 Notes of $3.7 million at the measurement date. The total discount on the 2010 Notes is being amortized to interest expense over a six-year period ending December 15, 2016 (the expected life of the liability component) using the effective interest method. The net debt discount of the 2012 Notes is being amortized to interest expense over a six-year period ending March 1, 2018 (the expected life of the liability component) using the effective interest method. In addition, third-party transaction costs in each transaction have been allocated to the liability and equity components based on the relative values of these components. | |||||||||||||||||||||||||||||
The 2013 Notes exchange transaction was accounted for as a modification pursuant to ASC 470-50 and not an extinguishment because the terms of the two debt instruments were not substantially different. This determination was based on the fact that the present value of the cash flows on a creditor by creditor basis between the two debt instruments was less than 10% and the change in the fair value of the conversion option before and after the exchange transaction was less than 10%. As a result, there is no gain or loss from this exchange. As required, the Company recorded the increase in the fair value of the conversion option of $32.5 million from this exchange to additional paid-in-capital, net of deferred taxes. The Company determined the fair value of the conversion option for each debt instrument on the date of modification by calculating the fair value of each debt instrument using the binomial model and subtracting the fair value of the respective debt instrument’s liability component. The fair value of the liability component for each debt instrument was determined by using a discounted cash flow technique with an effective interest rate of 3.25% and 5.42% for the 2007 Notes and 2013 Notes, respectively. These rates represent the estimated nonconvertible borrowing rate with a maturity as of the measurement date consistent with the first put dates of each debt instrument. The difference between the debt’s fair value and the fair value of its liability component represents the value allocated to the debt’s conversion option. In addition, direct costs incurred for this exchange of $4.1 million were expensed as incurred within interest expense. | |||||||||||||||||||||||||||||
As of September 28, 2013 and September 29, 2012, the Convertible Notes and related equity components (recorded in additional paid-in-capital, net of deferred taxes) consisted of the following: | |||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
2007 Notes principal amount | $ | 405,000 | $ | 775,000 | |||||||||||||||||||||||||
Unamortized discount | (4,867 | ) | (50,591 | ) | |||||||||||||||||||||||||
Net carrying amount | $ | 400,133 | $ | 724,409 | |||||||||||||||||||||||||
Equity component, net of taxes | $ | 121,496 | $ | 233,353 | |||||||||||||||||||||||||
2010 Notes principal amount | $ | 450,000 | $ | 450,000 | |||||||||||||||||||||||||
Unamortized discount | (58,310 | ) | (74,062 | ) | |||||||||||||||||||||||||
Net carrying amount | $ | 391,690 | $ | 375,938 | |||||||||||||||||||||||||
Equity component, net of taxes | $ | 60,054 | $ | 60,054 | |||||||||||||||||||||||||
2012 Notes principal amount | $ | 500,000 | $ | 500,000 | |||||||||||||||||||||||||
Unamortized discount | (34,630 | ) | (41,687 | ) | |||||||||||||||||||||||||
Net carrying amount | $ | 465,370 | $ | 458,313 | |||||||||||||||||||||||||
Equity component, net of taxes | $ | 49,195 | $ | 49,195 | |||||||||||||||||||||||||
2013 Notes principal amount | $ | 370,000 | $ | — | |||||||||||||||||||||||||
Principal accretion | 9,225 | — | |||||||||||||||||||||||||||
Unamortized discount | (48,293 | ) | — | ||||||||||||||||||||||||||
Net carrying amount | $ | 330,932 | $ | — | |||||||||||||||||||||||||
Equity component, net of taxes | $ | 131,451 | $ | — | |||||||||||||||||||||||||
Interest expense under the Convertible Notes is as follows: | |||||||||||||||||||||||||||||
Years ended | |||||||||||||||||||||||||||||
September 28, | September 29, | September 24, | |||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||
Amortization of debt discount | $ | 52,732 | $ | 68,532 | $ | 72,908 | |||||||||||||||||||||||
Amortization of deferred financing costs | 3,048 | 3,828 | 3,906 | ||||||||||||||||||||||||||
Principal accretion | 9,225 | — | — | ||||||||||||||||||||||||||
Non-cash interest expense | 65,005 | 72,360 | 76,814 | ||||||||||||||||||||||||||
2.00% accrued interest | 34,376 | 34,898 | 34,427 | ||||||||||||||||||||||||||
$ | 99,381 | $ | 107,258 | $ | 111,241 | ||||||||||||||||||||||||
If the Company fails to comply with the reporting obligations contained in the Convertible Notes agreements, the sole remedy of the holders of the Convertible Notes for the first 90 days following such event of default consists exclusively of the right to receive an extension fee in an amount equal to 0.25% of the accreted principal amount of the Convertible Notes. Based on the its evaluation of the Convertible Notes in accordance with ASC 815, the Company determined that the Convertible Notes contain a single embedded derivative, comprising both the contingent interest feature and the filing failure penalty payment, requiring bifurcation as the features are not clearly and closely related to the host instrument. The Company has determined that the value of this embedded derivative was nominal as of September 28, 2013 and September 29, 2012. | |||||||||||||||||||||||||||||
As of September 28, 2013, upon conversion, including the potential premium that could be payable on a fundamental change (as defined), the Company would issue a maximum of approximately 75.6 million common shares to the Convertible Note holders. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
6 | Fair Value Measurements | ||||||||||||||||
The Company applies the provisions of ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value each reporting period and its nonfinancial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. | |||||||||||||||||
Fair Value Hierarchy | |||||||||||||||||
ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. Financial assets and liabilities are categorized within the valuation hierarchy based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows: | |||||||||||||||||
• | Level 1—Inputs to the valuation methodology are quoted market prices for identical assets or liabilities. | ||||||||||||||||
• | Level 2—Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs. | ||||||||||||||||
• | Level 3—Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. | ||||||||||||||||
Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis | |||||||||||||||||
The Company has an equity investment in a publicly-traded company and mutual funds, both of which are valued using quoted market prices, representing Level 1 assets. The Company has a payment obligation to the participants under its DCP and the deferred compensation plan assumed in the Gen-Probe acquisition. This aggregate liability is recorded at fair value based on the underlying value of certain hypothetical investments under the DCP and actual investments under the plan assumed from Gen-Probe as designated by each participant for their benefit. Since the value of the DCP obligation is based on market prices, the liability is classified within Level 1. In addition, the Company had contingent consideration liabilities related to its acquisitions that were recorded at fair value and were based on Level 3 inputs (see Note 3). As of September 29, 2012, the Company also had $0.3 million in money market funds that were classified as cash and cash equivalents. Money market funds were classified within Level 1 of the fair value hierarchy and were valued using quoted market prices for identical assets. | |||||||||||||||||
Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following: | |||||||||||||||||
Fair Value Measurements at September 28, 2013 | |||||||||||||||||
Carrying Value | Quoted Prices in | Significant | Significant | ||||||||||||||
Active Market for | Other | Unobservable | |||||||||||||||
Identical Assets | Observable | Inputs (Level 3) | |||||||||||||||
(Level 1) | Inputs (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Marketable securities: | |||||||||||||||||
Equity security | $ | 18,087 | $ | 18,087 | $ | — | $ | — | |||||||||
Mutual funds | 6,861 | 6,861 | — | — | |||||||||||||
Total | $ | 24,948 | $ | 24,948 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Deferred compensation liabilities | $ | 38,611 | $ | 38,611 | $ | — | $ | — | |||||||||
Contingent consideration | 3,780 | — | — | 3,780 | |||||||||||||
Total | $ | 42,391 | $ | 38,611 | $ | — | $ | 3,780 | |||||||||
Fair Value Measurements at September 29, 2012 | |||||||||||||||||
Carrying Value | Quoted Prices in | Significant | Significant | ||||||||||||||
Active Market for | Other | Unobservable | |||||||||||||||
Identical Assets | Observable | Inputs (Level 3) | |||||||||||||||
(Level 1) | Inputs (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds | $ | 315 | $ | 315 | $ | — | $ | — | |||||||||
Marketable securities: | |||||||||||||||||
Equity security | 6,029 | 6,029 | — | — | |||||||||||||
Mutual funds | 6,995 | 6,995 | — | — | |||||||||||||
Total | $ | 13,339 | $ | 13,339 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Deferred compensation liabilities | $ | 32,082 | $ | 32,082 | $ | — | $ | — | |||||||||
Contingent consideration | 86,368 | — | — | 86,368 | |||||||||||||
Total | $ | 118,450 | $ | 32,082 | $ | — | $ | 86,368 | |||||||||
Changes in the fair value of recurring fair value measurements, which solely consisted of contingent consideration liabilities, using significant unobservable inputs (Level 3) during the years ended September 28, 2013 and September 29, 2012 were as follows: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Beginning balance | $ | 86,368 | $ | 103,790 | $ | 29,500 | |||||||||||
Contingent consideration liabilities recorded at fair value at acquisition | 525 | — | 86,600 | ||||||||||||||
Fair value adjustments | 11,310 | 38,466 | (8,016 | ) | |||||||||||||
Payments made | (94,423 | ) | (55,888 | ) | (4,294 | ) | |||||||||||
Ending balance | $ | 3,780 | $ | 86,368 | $ | 103,790 | |||||||||||
Refer to Note 3 for a description of the valuation of contingent consideration and related sensitivities of the estimates. | |||||||||||||||||
The contingent consideration liability at September 28, 2013 is related to Interlace, representing the remaining amounts withheld from payments made to the former shareholders of Interlace for legal indemnification provisions. As of the end of the second quarter of fiscal 2013, the Interlace contingent liability was no longer being remeasured as the final measurement period lapsed. The withheld amount is being used to pay qualifying legal charges. | |||||||||||||||||
Assets Measured and Recorded at Fair Value on a Nonrecurring Basis | |||||||||||||||||
The Company remeasures the fair value of certain assets and liabilities upon the occurrence of certain events. Such assets are comprised of cost-method equity investments and long-lived assets, including property, plant and equipment, intangible assets and goodwill. During fiscal 2013 and 2012, the Company recorded goodwill impairment charges of $1.1 billion and $5.8 million, respectively, related to its Molecular Diagnostics and MammoSite reporting units, respectively. These adjustments fall within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value. The fair value measurements using a discounted cash flow technique, and the amount and timing of future cash flows within the analysis were based on the Company’s most recent operational budgets, long-range strategic plans and other estimates at the time such remeasurement was made. | |||||||||||||||||
The Company holds certain cost-method equity investments in non-publicly traded securities aggregating $12.6 million and $16.0 million at September 28, 2013 and September 29, 2012, respectively, which are included in other long-term assets on the Company’s Consolidated Balance Sheets. These investments are generally carried at cost. Since the inputs utilized for the Company’s periodic impairment assessment are not based on observable market data, these cost method investments are classified within Level 3 of the fair value hierarchy. To determine the fair value of these investments, the Company uses all available financial information related to the entities, including information based on recent or pending third-party equity investments in these entities. In certain instances, a cost method investment’s fair value is not estimated as there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment and to do so would be impractical. During fiscal 2013 and 2011, the Company recorded other-than-temporary impairment charges of $6.4 million and $2.4 million, respectively, related to certain of its cost-method equity investments to adjust their carrying amounts to fair value. | |||||||||||||||||
The following chart depicts the level of inputs within the fair value hierarchy used to estimate the fair value of equipment, intangible assets, goodwill and cost-method equity investments measured on a nonrecurring basis for which the Company recorded impairment charges: | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Fair Value | Quoted Prices in | Significant | Significant | Total Gains | |||||||||||||
Active Market for | Other | Unobservable | (Losses) | ||||||||||||||
Identical Assets | Observable | Inputs (Level 3) | |||||||||||||||
(Level 1) | Inputs (Level 2) | ||||||||||||||||
Fiscal 2013: | |||||||||||||||||
Goodwill | $ | 277,840 | $ | 277,840 | $ | (1,117,369 | ) | ||||||||||
Equipment | 1,363 | 1,363 | (4,993 | ) | |||||||||||||
Cost-method equity investments | 1,483 | 1,483 | (6,438 | ) | |||||||||||||
$ | (1,128,800 | ) | |||||||||||||||
Fiscal 2012: | |||||||||||||||||
Equipment | $ | — | $ | — | $ | (6,452 | ) | ||||||||||
Goodwill | — | — | (5,826 | ) | |||||||||||||
$ | (12,278 | ) | |||||||||||||||
Fiscal 2011: | |||||||||||||||||
Cost-method equity investments | $ | 345 | $ | 345 | $ | (2,445 | ) | ||||||||||
The above fair value amounts represent only those individual assets remeasured and not the consolidated balances. Refer to Note 5 for disclosure of the nonrecurring fair value measurement related to debt extinguishment losses recorded in fiscal 2013, 2012 and 2011. Refer to Note 4 for disclosure of the nonrecurring fair value measurement related to assets held-for-sale in the fourth quarter of fiscal 2013. | |||||||||||||||||
Disclosure of Fair Value of Financial Instruments | |||||||||||||||||
The Company’s financial instruments mainly consist of cash and cash equivalents, accounts receivable, marketable securities, cost-method equity investments, insurance contracts, DCP liability, accounts payable and debt obligations. The carrying amounts of the Company’s cash equivalents, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company’s marketable securities are recorded at fair value. The carrying amount of the insurance contracts are recorded at the cash surrender value, as required by U.S. generally accepted accounting principles, which approximates fair value, and the related DCP liability is recorded at fair value. The Company believes the carrying amounts of its cost-method investments approximate fair value. | |||||||||||||||||
Amounts outstanding under our Credit Agreement aggregating $2.24 billion aggregate principal are subject to variable rates of interest based on current market rates, and as such, we believe the carrying amount of these obligations approximates fair value. The Company’s Senior Notes had a fair value of approximately $1.05 billion as of September 28, 2013 based on their trading price, representing a Level 1 measurement. The fair value of the Company’s Convertible Notes is based on the trading prices of the respective notes at the dates noted and represent Level 1 measurements. Refer to Note 5 for the various components of the Company’s debt respective carrying amounts. | |||||||||||||||||
The estimated fair values of the Company’s Convertible Notes as of September 28, 2013 and September 29, 2012 are as follows: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
2007 Notes | $ | 405,000 | $ | 771,600 | |||||||||||||
2010 Notes | 510,800 | 505,600 | |||||||||||||||
2012 Notes | 518,800 | 490,700 | |||||||||||||||
2013 Notes | 385,700 | — | |||||||||||||||
$ | 1,820,300 | $ | 1,767,900 | ||||||||||||||
Sale_of_Makena
Sale of Makena | 12 Months Ended | |
Sep. 28, 2013 | ||
Text Block [Abstract] | ' | |
Sale of Makena | ' | |
7 | Sale of Makena | |
On January 16, 2008, the Company entered into an agreement to sell the full world-wide rights of its Makena (formerly Gestiva) pharmaceutical product to K-V Pharmaceutical Company (“KV”) upon FDA approval of the then pending Makena new drug application for $82.0 million. The Company executed certain amendments to this agreement resulting in an increase in the total sales price to $199.5 million and changing the timing of when payments are due to the Company. Gains attributable to payments in the amount of $79.5 million received from KV prior to FDA approval were deferred. | ||
On February 3, 2011, the Company received FDA approval of Makena, and subject to a security interest and a right of reversion for failure to make future payments, all rights to Makena were transferred to KV. Upon FDA approval, the Company received $12.5 million, and including the $79.5 million previously received, the Company recorded a gain on the sale of intellectual property, net of the write-off of certain assets, of $84.5 million in the second quarter of fiscal 2011. Pursuant to the amended agreement, the Company received $12.5 million in the second quarter of fiscal 2012, which was recorded net of amounts due to the inventor of Makena. The Company was to receive the remaining $95.0 million of the sales price over a period of 18 to 30 months from FDA approval (subject to further deferral elections) depending on which one of two payment options KV selected. KV would also have owed the Company a 5% royalty on sales for certain time periods determined based upon the payment option or deferral elections selected by KV. On August 4, 2012, KV and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York. The Company had been pursuing its claims against KV in these proceedings for amounts due to the Company under its agreement with KV, and in December 2012, the Company and KV executed a settlement agreement, which became effective on December 28, 2012 upon the Bankruptcy Court entering certain orders. Under the settlement agreement, the Company released KV from all claims in consideration of a $60.0 million payment. The Company recorded this amount in the first quarter of fiscal 2013, net of certain costs, including contingent fees and amounts due to the inventor, resulting in a gain of $53.9 million. The Company will receive no further payments from KV. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
8 | Income Taxes | ||||||||||||
The Company’s (loss) income before income taxes consisted of the following: | |||||||||||||
Years ended | |||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Domestic | $ | (1,184,603 | ) | $ | (46,018 | ) | $ | 235,204 | |||||
Foreign | (8,358 | ) | (15,643 | ) | (7,818 | ) | |||||||
$ | (1,192,961 | ) | $ | (61,661 | ) | $ | 227,386 | ||||||
The (benefit) provision for income taxes contains the following components: | |||||||||||||
Years ended | |||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal: | |||||||||||||
Current | $ | 154,900 | $ | 146,164 | $ | 97,834 | |||||||
Deferred | (182,739 | ) | (143,582 | ) | (33,808 | ) | |||||||
(27,839 | ) | 2,582 | 64,026 | ||||||||||
State: | |||||||||||||
Current | 15,305 | 15,348 | 15,739 | ||||||||||
Deferred | (16,709 | ) | (10,186 | ) | (5,909 | ) | |||||||
(1,404 | ) | 5,162 | 9,830 | ||||||||||
Foreign: | |||||||||||||
Current | 7,655 | 5,653 | 4,770 | ||||||||||
Deferred | 1,465 | (1,424 | ) | (8,390 | ) | ||||||||
9,120 | 4,229 | (3,620 | ) | ||||||||||
$ | (20,123 | ) | $ | 11,973 | $ | 70,236 | |||||||
The income tax (benefit) provision differs from the tax provision computed at the U.S. federal statutory rate due to the following: | |||||||||||||
Years ended | |||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Income tax provision at federal statutory rate | (35.0 | )% | (35.0 | )% | 35 | % | |||||||
Increase (decrease) in tax resulting from: | |||||||||||||
Goodwill impairment | 32.8 | 3.3 | — | ||||||||||
Domestic production activities deduction | (1.2 | ) | (20.3 | ) | (4.1 | ) | |||||||
State income taxes, net of federal benefit | (0.2 | ) | 5.3 | 3.6 | |||||||||
Research and investment tax credits | (1.2 | ) | (1.6 | ) | (3.2 | ) | |||||||
Unrecognized tax benefits | 0.3 | 13.5 | (3.3 | ) | |||||||||
Contingent consideration | 2.6 | 59.8 | 1.5 | ||||||||||
Nondeductible transaction expenses | — | 7.5 | — | ||||||||||
Cessation of Adiana | — | (28.6 | ) | — | |||||||||
Executive compensation | 0.2 | 2.3 | (1.1 | ) | |||||||||
Foreign rate differential | 0.1 | 3.1 | 0.8 | ||||||||||
Change in valuation allowance | (0.8 | ) | 5.4 | — | |||||||||
Other | 0.7 | 4.7 | 1.7 | ||||||||||
(1.7 | )% | 19.4 | % | 30.9 | % | ||||||||
The Company’s effective tax rate in fiscal 2013 was lower than the statutory rate primarily due to the non-deductible goodwill impairment charge, non-deductible contingent consideration expense related to the TCT and Interlace acquisitions, and unbenefited foreign losses, partially offset by the domestic production activities deduction benefit and the release of a $19.9 million valuation allowance related to capital losses which were utilized to offset capital gains generated during the year. | |||||||||||||
The Company’s effective tax rate in fiscal 2012 was significantly impacted by non-deductible contingent consideration compensation expense, non-deductible acquisition costs, a non-deductible goodwill impairment charge, and a net increase in income tax reserves and valuation allowances on certain foreign losses. The items’unfavorable tax impact were partially offset by the domestic production activities deduction benefit and a loss claimed on the discontinued Adiana product line. The fiscal 2012 pre-tax loss magnified the permanent items’ impact on the effective tax rate. | |||||||||||||
The Company’s effective tax rate for fiscal 2011 was less than the statutory rate primarily due to reversing income tax reserves, the domestic production activities deduction benefit and both U.S. and Canadian research and development tax credits. The $9.1 million income tax reserve reversal was due to the Company favorably settling its U.S. federal income tax audit for fiscal years 2007 through 2009 and statutes of limitations expiring in several state and foreign jurisdictions. | |||||||||||||
The Company uses the liability method to account for income taxes in accordance with ASC 740, Income Taxes. Under this method, deferred income taxes are recognized for the future tax consequences of differences between the tax and financial accounting bases of assets and liabilities at each reporting period. Deferred income taxes are based on enacted tax laws and statutory tax rates applicable to the period in which these differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the expected realized amounts. | |||||||||||||
The Company’s significant deferred tax assets and liabilities are as follows: | |||||||||||||
September 28, | September 29, | ||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets | |||||||||||||
Net operating loss carryforwards | $ | 49,277 | $ | 47,472 | |||||||||
Capital losses | 23,857 | 46,750 | |||||||||||
Non-deductible accruals | 21,527 | 22,198 | |||||||||||
Non-deductible reserves | 16,054 | 10,346 | |||||||||||
Stock-based compensation | 30,190 | 31,437 | |||||||||||
Research and other credits | 10,679 | 11,392 | |||||||||||
Debt issuance costs | — | 811 | |||||||||||
Nonqualified deferred compensation plan | 14,714 | 12,007 | |||||||||||
Other temporary differences | 6,960 | 3,000 | |||||||||||
173,258 | 185,413 | ||||||||||||
Less: valuation allowance | (43,354 | ) | (64,337 | ) | |||||||||
$ | 129,904 | $ | 121,076 | ||||||||||
Deferred tax liabilities | |||||||||||||
Depreciation and amortization | $ | (1,494,068 | ) | $ | (1,635,043 | ) | |||||||
Debt discounts and deferrals | (189,298 | ) | (209,011 | ) | |||||||||
Debt issuance costs | (10,941 | ) | — | ||||||||||
Fair value adjustments to current assets and liabilities | — | (28,413 | ) | ||||||||||
Investment in subsidiary | (10,713 | ) | (8,479 | ) | |||||||||
$ | (1,705,020 | ) | $ | (1,880,946 | ) | ||||||||
$ | (1,575,116 | ) | $ | (1,759,870 | ) | ||||||||
Under ASC 740, the Company can only recognize a deferred tax asset for the future benefit to the extent that it is “more likely than not” that these assets will be realized. After considering all available positive and negative evidence, the Company established a valuation allowance against specifically identified deferred tax assets because it is more-likely-than-not that these will not be realized. In determining these assets realizability, the Company considered numerous factors including historical profitability, the character and estimated future taxable income, prudent and feasible tax planning strategies, and the industry in which it operates. The valuation allowance decreased $21.0 million in fiscal 2013 from fiscal 2012 primarily due to the utilization of reserved capital losses to offset the Company’s capital gains generated during the year. | |||||||||||||
As of September 28, 2013, the Company had $24.4 million, $41.2 million and $55.2 million in gross federal, state, and foreign net operating losses respectively and $0.9 million, $12.8 million and $1.9 million in federal, state, and foreign credit carryforwards, respectively. These losses and credits expire between 2014 and 2033, except for $55.2 million in losses and $9.0 million in credits that have unlimited carryforward periods. The federal, state, and foreign net operating losses exclude $4.5 million, $69.3 million and $67.5 million, respectively, of net operating losses, which the Company expects will expire unutilized. | |||||||||||||
The Company had $121.8 million in gross unrecognized tax benefits, excluding interest, as of September 28, 2013 and $53.1 million as of September 29, 2012. The gross unrecognized tax benefits increased $68.7 million from September 29, 2012, of which $58.4 million resulted from uncertain tax positions related to the convertible debt exchange that took place in the second quarter of fiscal 2013. At September 28, 2013, $61.0 million represents the unrecognized tax benefits that, if recognized, would reduce the Company’s effective tax rate. In the next twelve months it is reasonably possible that the Company will reduce its unrecognized tax benefits by $2.0 to $4.0 million due to statutes of limitations expiring and favorably settling with taxing authorities which would reduce the Company’s effective tax rate. | |||||||||||||
The Company’s unrecognized income tax benefits activity for fiscal 2013 and 2012 are as follows: | |||||||||||||
2013 | 2012 | ||||||||||||
Balance at beginning of fiscal year | $ | 53,148 | $ | 31,026 | |||||||||
Tax positions related to current year: | |||||||||||||
Additions | 64,992 | 11,673 | |||||||||||
Reductions | — | — | |||||||||||
Tax positions related to prior years: | |||||||||||||
Additions related to change in estimate | 3,317 | 1,327 | |||||||||||
Reductions | (363 | ) | 307 | ||||||||||
Payments | (621 | ) | (197 | ) | |||||||||
Lapses in statutes of limitations and settlements | (2,323 | ) | (4,144 | ) | |||||||||
Acquired tax positions: | |||||||||||||
Additions related to reserves acquired from acquisitions | 3,676 | 13,156 | |||||||||||
Balance as of the end of the fiscal year | $ | 121,826 | $ | 53,148 | |||||||||
The Company’s policy is to include accrued interest and penalties related to unrecognized tax benefits and income tax liabilities, when applicable, in income tax expense. As of September 28, 2013 and September 29, 2012, accrued interest was $3.6 million and $2.6 million, respectively. As of September 28, 2013, no penalties have been accrued. | |||||||||||||
The Company and its subsidiaries are subject to various federal, state, and foreign income taxes. The Company’s U.S. Federal income tax returns are no longer subject to examination prior to fiscal year 2010. State income tax returns are generally no longer subject to examination prior to fiscal year 2009. The Internal Revenue Service commenced its examination of the Company’s consolidated federal income tax return for fiscal 2011 in July 2013. The Company is also undergoing a tax examination in Germany for fiscal years 2008 through 2010. In November 2013, the IRS notified the Company that Gen Probe’s consolidated federal income tax returns for calendar years 2010 through the 2012 acquisition date were selected for examination. The Company has a tax holiday in Costa Rica that currently does not materially impact its effective tax rate and is scheduled to expire in 2015. | |||||||||||||
The Company intends to reinvest, indefinitely, approximately $33.4 million in unremitted foreign earnings. It is not practical to estimate the additional taxes that may be payable upon repatriation. |
Stockholders_Equity_and_StockB
Stockholders' Equity and Stock-Based Compensation | 12 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stockholders' Equity and Stock-Based Compensation | ' | ||||||||||||||||
9 | Stockholders’ Equity and Stock-Based Compensation | ||||||||||||||||
Stockholder Rights Agreement | |||||||||||||||||
On November 20, 2013, the Company’s Board of Directors declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company, to purchase from the Company one ten-thousandth of a share of newly designated Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a price of $107.00 per one ten-thousandth of a share of Preferred Stock, subject to adjustment as provided in the Rights Agreement. The dividend is payable to stockholders of record at the close of business on December 2, 2013 (the “Record Date”). The description and terms of the Rights are set forth in a Rights Agreement, dated as of November 21, 2013, as the same may be amended from time to time (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. | |||||||||||||||||
The Rights Agreement became effective on November 21, 2013 (the “Effective Date”). Upon and following the Effective Date, Rights will be issued in respect of all outstanding shares of Common Stock on the Record Date, and for all shares of Common Stock issued after the Record Date and, subject to the terms described in the Rights Agreement, prior to the earliest of the Distribution Date (as defined in the Rights Agreement), the redemption of the Rights or the expiration of the Rights. | |||||||||||||||||
The Rights are not exercisable until the Distribution Date. The Rights will expire on November 20, 2014, unless the Rights are earlier redeemed or exchanged by the Company, in each case as defined in the Rights Agreement. | |||||||||||||||||
Stock Repurchase Progam | |||||||||||||||||
On November 11, 2013, the Company announced that its Board of Directors authorized the repurchase of up to $250 million of the Company’s outstanding common stock over the next three years. Under the stock repurchase program, the Company authorized to repurchase, from time-to-time, shares of its outstanding common stock on the open market or in privately negotiated transactions in the United States. The timing and amount of stock repurchases will be determined based upon the Company’s evaluation of market conditions and other factors. The stock repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
Equity Compensation Plans | |||||||||||||||||
The Company has one share-based compensation plan pursuant to which awards are currently being made—the 2008 amended and restated Equity Incentive Plan (“2008 Equity Plan”). The Company has four share-based compensation plans pursuant to which outstanding awards have been made, but from which no further awards can or will be made—i) the 1995 Combination Stock Option Plan; ii) the 1997 Employee Equity Incentive Plan; iii) the 1999 Equity Incentive Plan; and iv) the 2000 Acquisition Equity Incentive Plan. | |||||||||||||||||
The purpose of the 2008 Equity Plan is to provide stock options, stock issuances and other equity interests in the Company to employees, officers, directors, consultants and advisors of the Company and its parents and subsidiaries, and any other person who is determined by the Board of Directors to have made (or is expected to make) contributions to the Company. The 2008 Equity Plan is administered by the Board of Directors of the Company, and a total of 31.5 million shares were reserved for issuance under this plan. As of September 28, 2013, the Company had 13.6 million shares available for future grant under the 2008 Equity Plan. | |||||||||||||||||
The Company assumed certain other plans in connection with the Gen-Probe, Cytyc and Third Wave acquisitions, and no shares are available for future grant under these plans. | |||||||||||||||||
The following presents stock-based compensation expense in the Company’s Consolidated Statement of Operations in fiscal 2013, 2012 and 2011: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Cost of revenues | $ | 7,031 | $ | 5,722 | $ | 4,602 | |||||||||||
Research and development | 7,179 | 5,328 | 4,852 | ||||||||||||||
Selling and marketing | 8,915 | 7,355 | 5,954 | ||||||||||||||
General and administrative | 20,153 | 18,667 | 20,064 | ||||||||||||||
Restructuring and divestiture | 9,029 | 3,500 | — | ||||||||||||||
$ | 52,307 | $ | 40,572 | $ | 35,472 | ||||||||||||
Grant-Date Fair Value | |||||||||||||||||
The Company uses a binomial model to determine the fair value of its stock options. The Company considers a number of factors to determine the fair value of options including the assistance of an outside valuation advisor. Information pertaining to stock options granted during fiscal 2013, 2012 and 2011 and related assumptions are noted in the following table: | |||||||||||||||||
Years ended | |||||||||||||||||
September 28, | September 29, | September 24, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Options granted | 2,640 | 2,259 | 2,249 | ||||||||||||||
Weighted-average exercise price | $ | 20.29 | $ | 17.21 | $ | 17.15 | |||||||||||
Weighted-average grant date fair value | $ | 7.03 | $ | 6.48 | $ | 6.16 | |||||||||||
Assumptions: | |||||||||||||||||
Risk-free interest rates | 0.5 | % | 0.7 | % | 1 | % | |||||||||||
Expected life (in years) | 4.4 | 4.3 | 4.2 | ||||||||||||||
Expected volatility | 44 | % | 47 | % | 45 | % | |||||||||||
Dividend yield | — | — | — | ||||||||||||||
The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. In projecting expected stock price volatility, the Company uses a combination of historical stock price volatility and implied volatility from observable market prices of similar equity instruments. The Company estimated the expected life of stock options based on historical experience using employee exercise and option expiration data. | |||||||||||||||||
The Company also granted approximately 0.1 million market stock units (MSU) in the first quarter of fiscal 2013 to its then Chief Executive Officer and Chief Financial Officer. The MSUs were valued at $18.49 using the Monte Carlo simulation model. Each recipient of the MSUs is eligible to receive between zero and 200% of the target number of shares of the Company’s common stock at the end of three years provided the Company’s stock price achieves the defined measurement criteria for MSUs. The Company is recognizing compensation expense over the required service period, and since these are market-based awards, the compensation expense will be recognized by the Company regardless of whether the required criteria is met to receive such shares unless the requisite service is not rendered. Due to the resignation of the former Chief Executive Officer in July 2013, his MSUs were forfeited and the related compensation expense previously recognized was reversed. | |||||||||||||||||
Stock-Based Compensation Expense Attribution | |||||||||||||||||
The Company uses the straight-line attribution method to recognize stock-based compensation expense for stock options and restricted stock units (“RSU”). The vesting term of stock options is generally five years with annual vesting of 20% per year on the anniversary of the grant date, and RSUs generally vest over four years with annual vesting at 25% per year on the anniversary of the grant date. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time granted and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Based on an analysis of historical forfeitures, the Company has determined a specific forfeiture rate for certain employee groups and has applied forfeiture rates ranging from 0% to 6% as of September 28, 2013 depending on the specific employee group. This analysis is re-evaluated annually and the forfeiture rate will be adjusted as necessary. Ultimately, the actual stock-based compensation expense recognized will only be for those stock options and RSUs that vest. | |||||||||||||||||
Stock-based compensation expense related to stock options was $23.7 million, $18.7 million, and $15.2 million in fiscal 2013, 2012 and 2011, respectively. Stock compensation expense related to RSUs was $26.0 million, $21.4 million, and $20.3 million in fiscal 2013, 2012 and 2011, respectively. The related tax benefit recorded in the Consolidated Statements of Operations was $17.2 million, $12.2 million and $14.8 million in fiscal 2013, 2012 and 2011, respectively. Included within stock-based compensation expense in fiscal 2013 and 2012 is $7.9 million and $3.5 million, respectively, related to modification accounting, the acceleration of vesting of certain retention RSUs provided under their original terms upon termination, and the acceleration of vesting for certain options assumed in the Gen-Probe acquisition related to employees who were terminated in connection with the Company’s restructuring action to consolidate its Diagnostics operations. The original terms of the stock options assumed in the Gen-Probe acquisition provided for acceleration upon a change-in-control and termination within 18 months of the change-in-control. At September 28, 2013, there was $30.0 million and $41.6 million of unrecognized compensation expense related to stock options and RSUs, respectively, to be recognized over a weighted average period of 2.7 years and 2.6 years, respectively. | |||||||||||||||||
Share Based Payment Activity | |||||||||||||||||
The following table summarizes all stock option activity under the Company’s stock option plans for the year ended September 28, 2013: | |||||||||||||||||
Number | Weighted- | Weighted- | Aggregate | ||||||||||||||
of Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||
Contractual Life | |||||||||||||||||
in Years | |||||||||||||||||
Options outstanding at September 29, 2012 | 18,039 | $ | 17.4 | 4.4 | $ | 78,962 | |||||||||||
Granted | 2,640 | 20.29 | |||||||||||||||
Cancelled/forfeited | (1,021 | ) | 20.04 | ||||||||||||||
Exercised | (4,786 | ) | 13.71 | $ | 37,609 | ||||||||||||
Options outstanding at September 28, 2013 | 14,872 | $ | 18.92 | 3.9 | $ | 54,956 | |||||||||||
Options exercisable at September 28, 2013 | 7,472 | $ | 20.28 | 2.9 | $ | 29,438 | |||||||||||
Options vested and expected to vest at September 28, 2013 (1) | 13,780 | $ | 19 | 3.8 | $ | 51,656 | |||||||||||
-1 | This represents the number of vested stock options as of September 28, 2013 plus the unvested outstanding options at September 28, 2013 expected to vest in the future, adjusted for estimated forfeitures. | ||||||||||||||||
During fiscal 2012 and 2011, the total intrinsic value of options exercised (i.e., the difference between the market price on the date of exercise and the price paid by the employee to exercise the options) was $20.4 million and $12.3 million, respectively. | |||||||||||||||||
A summary of the Company’s RSU activity during the year ended September 28, 2013 is presented below: | |||||||||||||||||
Non-vested Shares | Number of | Weighted-Average | |||||||||||||||
Shares | Grant-Date Fair | ||||||||||||||||
Value | |||||||||||||||||
Non-vested at September 29, 2012 | 3,580 | $ | 16.45 | ||||||||||||||
Granted | 1,995 | 19.94 | |||||||||||||||
Vested | (1,711 | ) | 15.98 | ||||||||||||||
Forfeited | (405 | ) | 18.11 | ||||||||||||||
Non-vested at September 28, 2013 | 3,459 | $ | 18.51 | ||||||||||||||
The number of RSUs vested includes shares withheld on behalf of employees to satisfy minimum statutory tax withholding requirements. The Company pays the minimum statutory tax withholding requirement on behalf of its employees. During fiscal 2013, 2012 and 2011 the total fair value of RSUs vested was $27.3 million, $15.7 million and $43.2 million, respectively. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
The Company’s 2008 Employee Stock Purchase Plan (the “2008 ESPP”) met the criteria set forth in ASC 718’s definition of a non-compensatory plan and did not give rise to stock-based compensation expense. The ESPP plan period was semi-annual and allowed participants to purchase the Company’s common stock at 95% of the closing price of the stock on the last day of the plan period. A total of 0.4 million shares were authorized for issuance under the 2008 ESPP. | |||||||||||||||||
In March 2012, the Company’s stockholders approved the Hologic, Inc. 2012 Employee Stock Purchase Plan (“2012 ESPP”), which provides for the granting of up to 2.5 million shares of the Company’s common stock to eligible employees, and resulted in the termination of the 2008 ESPP. The 2012 ESPP plan period is semi-annual and allows participants to purchase the Company’s common stock at 85% of the lower of (i) the market value per share of the common stock on the first day of the offering period or (ii) the market value per share of the common stock on the purchase date. The first plan period began on July 1, 2012. Stock-based compensation expense in fiscal 2013 and 2012 was $2.7 million and $0.4 million, respectively. | |||||||||||||||||
The Company uses the Black-Scholes model to estimate the fair value of shares to be issued as of the grant date using the following weighted average assumptions: | |||||||||||||||||
September 28, | September 29, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Assumptions: | |||||||||||||||||
Risk-free interest rates | 0.11 | % | 0.16 | % | |||||||||||||
Expected life (in years) | 0.5 | 0.5 | |||||||||||||||
Expected volatility | 32 | % | 35 | % | |||||||||||||
Dividend yield | — | — |
Profit_Sharing_401k_Plan
Profit Sharing 401(k) Plan | 12 Months Ended | |
Sep. 28, 2013 | ||
Text Block [Abstract] | ' | |
Profit Sharing 401(k) Plan | ' | |
10 | Profit Sharing 401(k) Plan | |
The Company has a qualified profit sharing plan covering substantially all of its employees. Contributions to the plan are at the discretion of the Company’s Board of Directors. The Company made contributions of $13.4 million, $9.4 million and $6.4 million for fiscal 2013, 2012 and 2011, respectively. |
Nonqualified_Deferred_Compensa
Nonqualified Deferred Compensation Plan | 12 Months Ended | |
Sep. 28, 2013 | ||
Text Block [Abstract] | ' | |
Nonqualified Deferred Compensation Plan | ' | |
11 | Nonqualified Deferred Compensation Plan | |
Effective March 15, 2006, the Company adopted its DCP to provide non-qualified retirement benefits to a select group of executive officers, senior management and highly compensated employees of the Company. Eligible employees may elect to contribute up to 75% of their annual base salary and 100% of their annual bonus to the DCP and such employee contributions are 100% vested. In addition, the Company may elect to make annual discretionary contributions on behalf of participants in the DCP. Each Company contribution is subject to a three-year vesting schedule, such that each contribution vests one third annually. Employee contributions are recorded within accrued expenses. | ||
Upon enrollment into the DCP, employees make investment elections for both their voluntary contributions and discretionary contributions, if any, made by the Company. Earnings and losses on contributions based on these investment elections are recorded as a component of compensation expense in the period earned. | ||
Annually the Compensation Committee of the Board of Directors has approved a discretionary cash contribution to the DCP for each year. Discretionary contributions by the Company to the DCP are held in a Rabbi Trust. The Company is recording compensation expense for the DCP discretionary contributions ratably over the three-year vesting period of each annual contribution, and totaled $2.7 million, $2.6 million and $2.6 million in fiscal 2013, 2012 and 2011, respectively. The full amount of the discretionary contribution, net of forfeitures, along with employee deferrals and the deferred compensation liability assumed from the Gen-Probe acquisition is recorded within accrued expenses and totaled $38.6 million and $32.1 million at September 28, 2013 and September 29, 2012, respectively. | ||
The Company has purchased Company-owned group life insurance contracts, in which both voluntary and discretionary Company DCP contributions are invested, to partially fund payment of the Company’s obligation to the DCP participants. The total amount invested at September 28, 2013 and September 29, 2012 was $33.9 million and $26.0 million. The values of these life insurance contracts are recorded in other long-term assets. Changes in the cash surrender value of life insurance contracts, which were not significant in fiscal 2013, 2012 and 2011, are recorded within other income (expense), net. In addition, the Company has an additional $6.9 million and $7.0 million of investments in mutual funds to fund the DCP at September 28, 2013 and September 29, 2012, respectively. The mutual funds are classified as trading and the gains and losses in these investments are recorded in other income (expense), net. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||||||
12 | Commitments and Contingencies | ||||||||||||||||||||
Contingent Earn-Out Payments | |||||||||||||||||||||
In connection with its acquisitions, the Company has incurred the obligation to make contingent earn-out payments tied to performance criteria, principally revenue growth of the acquired businesses over a specified period. In certain circumstances, such as a change of control, a portion of these obligations may be accelerated. In addition, contractual provisions relating to these contingent earn-out obligations may include covenants to operate the acquired businesses in a manner that may not otherwise be most advantageous to the Company. | |||||||||||||||||||||
These contingent consideration arrangements are recorded as either additional purchase price or compensation expense if continuing employment is required to receive such payments. Pursuant to ASC 805, contingent consideration that is deemed to be part of the purchase price is recorded as a liability based on the estimated fair value of the consideration the Company expects to pay to the former shareholders of the acquired business as of the acquisition date. This liability is re-measured each reporting period with the changes in fair value recorded through a separate line item within the Company’s Consolidated Statements of Operations. Increases or decreases in the fair value of contingent consideration liabilities can result from accretion of the liability for the passage of time, changes in discount rates, and changes in the timing, probabilities and amount of revenue estimates. Contingent consideration arrangements from acquisitions completed prior to the adoption of ASC 805 (effective in fiscal 2010 for the Company) that are deemed to be part of the purchase price of the acquisition are not subject to the fair value measurement requirements of ASC 805 and are recorded as additional purchase price to goodwill. | |||||||||||||||||||||
In connection with the acquisition of Adiana, Inc., the Company was obligated to the former Adiana shareholders to make contingent payments tied to the achievement of milestones. The milestone payments included potential contingent payments of up to $155.0 million based on worldwide sales of the Adiana Permanent Contraception System in the first year following FDA approval and on annual incremental sales growth thereafter through December 31, 2012. FDA approval of the Adiana system occurred on July 6, 2009, and the Company began accruing contingent consideration in the fourth quarter of fiscal 2009 based on the defined percentage of worldwide sales of the product. Since this contingent consideration obligation arose from an acquisition prior to the adoption of ASC 805, the amounts accrued were recorded as additional purchase price to goodwill. The purchase agreement included an indemnification provision that provided for the reimbursement of qualifying legal expenses and liabilities associated with legal claims against the Adiana products and intellectual property, and the Company had the right to offset contingent consideration payments to the Adiana shareholders with these qualifying legal costs. The Company made payments of $16.8 million, $8.8 million and $19.7 million in fiscal 2013, 2012 and 2011, respectively, to the former Adiana shareholders, net of amounts withheld for the legal indemnification provision. No additional amounts are due to the former shareholders of Adiana. The Company had been in litigation with Conceptus regarding certain intellectual property matters related to the Adiana system, and to the extent available, the Company has been recording legal fees related to the Conceptus litigation matter as a reduction to the accrued contingent consideration payments. On October 17, 2011, the jury returned a verdict in the Conceptus litigation matter (see below) in favor of Conceptus awarding damages in the amount of $18.8 million. On April 29, 2012, the Company entered into a license and settlement agreement with Conceptus in which Conceptus agreed to forgo the $18.8 million jury award in consideration of the Company agreeing to a permanent injunction against the manufacture, sale and distribution of the Adiana product. As of the end of the second quarter of fiscal 2012, the Company decided to discontinue the manufacture, marketing and sales of the Adiana system. | |||||||||||||||||||||
The Company also had contingent consideration obligations related to its Sentinelle Medical and Interlace acquisitions. Pursuant to ASC 805, contingent consideration pertaining to Sentinelle Medical and Interlace was required to be recorded as a liability at fair value and all amounts pertaining to these obligations had been paid as of September 28, 2013, excluding certain amounts withheld for legal indemnification provisions. Contingent consideration pertaining to TCT and Healthcome was contingent upon future employment and was being recorded as compensation expense as it is earned. As of September 28, 2013, the Company had accrued $31.7 million and $3.4 million, respectively, for these obligations. For additional information pertaining to the Interlace, TCT and Healthcome acquisitions, contingent consideration terms and the assumptions used to fair value contingent consideration, refer to Note 3. | |||||||||||||||||||||
A summary of amounts recorded to the Consolidated Statement of Operations is as follows: | |||||||||||||||||||||
Statement of Operations Line Item – Fiscal 2013 | Interlace | TCT | Total | ||||||||||||||||||
Contingent consideration—compensation expense | $ | — | $ | 80,010 | $ | 80,010 | |||||||||||||||
Contingent consideration—fair value adjustments | 11,310 | — | 11,310 | ||||||||||||||||||
$ | 11,310 | $ | 80,010 | $ | 91,320 | ||||||||||||||||
Statement of Operations Line Item – Fiscal 2012 | Sentinelle | Interlace | TCT | Healthcome | Total | ||||||||||||||||
Medical | |||||||||||||||||||||
Contingent consideration—compensation expense | $ | — | $ | — | $ | 75,459 | $ | 5,572 | $ | 81,031 | |||||||||||
Contingent consideration—fair value adjustments | (3,364 | ) | 41,830 | — | — | 38,466 | |||||||||||||||
$ | (3,364 | ) | $ | 41,830 | $ | 75,459 | $ | 5,572 | $ | 119,497 | |||||||||||
Statement of Operations Line Item – Fiscal 2011 | Sentinelle | Interlace | TCT | Healthcome | Total | ||||||||||||||||
Medical | |||||||||||||||||||||
Contingent consideration—compensation expense | $ | — | $ | 2,102 | $ | 17,581 | $ | 319 | $ | 20,002 | |||||||||||
Contingent consideration—fair value adjustments | (14,328 | ) | 6,312 | — | — | (8,016 | ) | ||||||||||||||
$ | (14,328 | ) | $ | 8,414 | $ | 17,581 | $ | 319 | $ | 11,986 | |||||||||||
Finance Lease Obligations | |||||||||||||||||||||
The Company has two non-cancelable lease agreements for buildings that are primarily used for manufacturing. The Company was responsible for a significant portion of the construction costs, and in accordance with ASC 840, Leases, Subsection 40-15-5, the Company was deemed to be the owner of the respective buildings during the construction period. The Company has recorded the fair market value of the buildings and land aggregating $28.3 million within property and equipment on its Consolidated Balance Sheets. At September 28, 2013, the Company has recorded $2.8 million in accrued expenses and $33.5 million in other long-term liabilities related to these obligations. The term of the leases is for a period of approximately 10 and 12 years, respectively, with the option to extend for two consecutive 5-year terms. At the completion of the construction period, the Company reviewed the lease for potential sale-leaseback treatment in accordance with ASC 840, Subsection 40, Sale-Leaseback Transactions. Based on its analysis, the Company determined that the lease did not qualify for sale-leaseback treatment. Therefore, the building, leasehold improvements and associated liabilities remain on the Company’s financial statements throughout the lease term, and the building and leasehold improvements are being depreciated on a straight line basis over their estimated useful lives of 35 years. | |||||||||||||||||||||
Future minimum lease payments, including principal and interest, under these leases were as follows at September 28, 2013: | |||||||||||||||||||||
Fiscal 2014 | $ | 2,822 | |||||||||||||||||||
Fiscal 2015 | 2,883 | ||||||||||||||||||||
Fiscal 2016 | 3,054 | ||||||||||||||||||||
Fiscal 2017 | 3,119 | ||||||||||||||||||||
Fiscal 2018 | 2,925 | ||||||||||||||||||||
Thereafter | 300 | ||||||||||||||||||||
Total minimum payments | 15,103 | ||||||||||||||||||||
Less-amount representing interest | (3,607 | ) | |||||||||||||||||||
Total | $ | 11,496 | |||||||||||||||||||
Non-cancelable Purchase and Royalty Commitments | |||||||||||||||||||||
The Company has certain non-cancelable purchase obligations primarily related to inventory purchases and Diagnostics instruments, primarily the Tigris and Panther systems, and to a lesser extent other operating expense commitments. These obligations are not recorded in the Consolidated Balance Sheet. For reasons of quality assurance, sole source availability or cost effectiveness, certain key components and raw materials and instruments are available only from a sole supplier and the Company has certain long-term supply contracts to assure continuity of supply. At September 28, 2013, purchase commitments were as follows: | |||||||||||||||||||||
Fiscal 2014 | $ | 55,935 | |||||||||||||||||||
Fiscal 2015 | 12,684 | ||||||||||||||||||||
Fiscal 2016 | 3,000 | ||||||||||||||||||||
Fiscal 2017 | 3,000 | ||||||||||||||||||||
Fiscal 2018 | 750 | ||||||||||||||||||||
Thereafter | — | ||||||||||||||||||||
Total | $ | 75,369 | |||||||||||||||||||
In addition, as part of its R&D efforts assumed from the Gen-Probe acquisition, the Company has various license agreements with unrelated parties that provide the Company with rights to develop and market products using certain technology and patent rights. Terms of the various license agreements require the Company to pay royalties ranging from less than 1% up to 35% of future sales on products using the specified technology. Such agreements generally provide for a term that commences upon execution and continues until expiration of the last patent covering the licensed technology. Under certain of these agreements, the Company is required to pay minimum annual royalty payments. In addition, the Company has commitments for minimum payments under certain collaboration agreements. At September 28, 2013, minimum commitments for these agreements were as follows: | |||||||||||||||||||||
Fiscal 2014 | $ | 1,301 | |||||||||||||||||||
Fiscal 2015 | 810 | ||||||||||||||||||||
Fiscal 2016 | 1,426 | ||||||||||||||||||||
Fiscal 2017 | 745 | ||||||||||||||||||||
Fiscal 2018 | 560 | ||||||||||||||||||||
Thereafter | 4,450 | ||||||||||||||||||||
Total | $ | 9,292 | |||||||||||||||||||
Concentration of Suppliers | |||||||||||||||||||||
The Company purchases certain components of its products from a single or small number of suppliers. A change in or loss of these suppliers could cause a delay in filling customer orders and a possible loss of sales, which could adversely affect results of operations; however, management believes that suitable replacement suppliers could be obtained in such an event. | |||||||||||||||||||||
Operating Leases | |||||||||||||||||||||
The Company conducts its operations in leased facilities under operating lease agreements that expire through fiscal 2035. Substantially all of the Company’s lease agreements require the Company to maintain the facilities during the term of the lease and to pay all taxes, insurance, utilities and other costs associated with those facilities. The Company makes customary representations and warranties and agrees to certain financial covenants and indemnities. In the event the Company defaults on a lease, typically the landlord may terminate the lease, accelerate payments and collect liquidated damages. As of September 28, 2013, the Company was not in default of any covenants contained in its lease agreements. Certain of the Company’s lease agreements provide for renewal options. Such renewal options are at rates similar to the current rates under the agreements. | |||||||||||||||||||||
Future minimum lease payments under all of the Company’s operating leases at September 28, 2013 are as follows: | |||||||||||||||||||||
Fiscal 2014 | $ | 20,689 | |||||||||||||||||||
Fiscal 2015 | 16,192 | ||||||||||||||||||||
Fiscal 2016 | 13,600 | ||||||||||||||||||||
Fiscal 2017 | 12,249 | ||||||||||||||||||||
Fiscal 2018 | 10,830 | ||||||||||||||||||||
Thereafter | 32,712 | ||||||||||||||||||||
Total | $ | 106,272 | |||||||||||||||||||
Rent expense, net of sublease income, was $19.9 million, $18.3 million, and $19.3 million for fiscal 2013, 2012 and 2011, respectively. | |||||||||||||||||||||
The Company subleases a portion of a building it owns and some of its facilities and has received aggregate rental income of $1.9 million, $3.2 million and $3.5 million in fiscal 2013, 2012 and 2011, respectively, which has been recorded as an offset to rent expense. The future minimum annual rental income payments under these sublease agreements at September 28, 2013 are as follows: | |||||||||||||||||||||
Fiscal 2014 | $ | 1,551 | |||||||||||||||||||
Fiscal 2015 | 913 | ||||||||||||||||||||
Fiscal 2016 | 20 | ||||||||||||||||||||
Fiscal 2017 | 15 | ||||||||||||||||||||
Total | $ | 2,499 | |||||||||||||||||||
Workforce Subject to Collective Bargaining Agreements | |||||||||||||||||||||
Approximately 164 of Hitec Imaging’s German employees are represented by a Worker’s Council and are subject to collective bargaining agreements. None of the Company’s other employees are subject to a collective bargaining agreement. |
Litigation_and_Other_Matters
Litigation and Other Matters | 12 Months Ended | |
Sep. 28, 2013 | ||
Text Block [Abstract] | ' | |
Litigation and Other Matters | ' | |
13 | Litigation and Other Matters | |
On June 9, 2010, Smith & Nephew, Inc. (“Smith & Nephew”) filed suit against Interlace, which the Company acquired on January 6, 2011, in the United States District Court for the District of Massachusetts. The complaint alleged that the Interlace MyoSure hysteroscopic tissue removal device infringes U.S. patent 7,226,459. The complaint sought permanent injunctive relief and unspecified damages. A Markman hearing on claim construction was held on November 9, 2010, and a ruling was issued on April 21, 2011. On November 22, 2011, Smith & Nephew filed suit against the Company in the United States District Court for the District of Massachusetts. The complaint alleged that use of the MyoSure hysteroscopic tissue removal system infringed U.S. patent 8,061,359. The complaint sought preliminary and permanent injunctive relief and unspecified damages. On January 17, 2012, at a hearing on Smith & Nephew’s motion for preliminary injunction with respect to the suit filed on November 22, 2011, the judge did not issue an injunction, consolidated the two matters for a single trial and scheduled a trial on the merits for both claims for June 25, 2012. A case management conference held on February 14, 2012 resulted in the trial being rescheduled to begin on August 20, 2012. On March 15, 2012, the Court heard summary judgment arguments related to the ‘459 patent and claim construction arguments related to the ‘359 patent. On June 5, 2012, the Court denied Smith & Nephew’s request for summary judgment of infringement, denied Smith & Nephew’s request for preliminary injunction, and denied the Company’s requests for summary judgment of non-infringement and invalidity. On September 4, 2012, following a two week trial, the jury returned a verdict of infringement of both the ‘459 and ‘359 patents and assessed damages of $4.0 million. A bench trial regarding the Company’s assertion of inequitable conduct on the part of Smith & Nephew with regard to the ‘359 patent was held on December 9, 2012 and oral arguments on the issue of inequitable conduct were presented on February 27, 2013. On June 27, 2013, the Court denied the Company’s motions related to inequitable conduct and allowed Smith & Nephew’s request for injunction, but ordered that enforcement of the injunction be stayed until final resolution, including appeal, of the current re-examinations of both patents at the United States Patent and Trademark Office (“USPTO”). The Court’s decision to stay the injunction is based in part on the fact that the USPTO has taken up a re-examination of both the ‘359 and ‘459 patents. The Court also rejected the jury’s damage award and has ordered the parties to identify a mechanism for resolving the damages issue. On September 12, 2013, a status conference was held and the Court invited the parties to submit briefs on the relevance of recent activity in the re-examinations at the USPTO. A hearing on this topic was held on October 29, 2013, and the parties await the Court’s ruling. The Company intends to file post-trial motions seeking to reverse the jury’s verdict. At this time, based on available information regarding this litigation, the Company believes a loss is not probable and is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses, beyond the pending jury verdict. The purchase and sale agreement associated with the acquisition of Interlace includes an indemnification provision that provides for the reimbursement of a portion of legal expenses in defense of the Interlace intellectual property. The Company has the right to collect certain amounts set aside in escrow and, as applicable, offset contingent consideration payments of qualifying legal costs. The Company is recording legal fees incurred for this suit pursuant to the indemnification provision on a net basis within accrued expenses. | ||
On February 10, 2012, C.R. Bard (as acquirer of SenoRx, Inc., “SenoRx”) filed suit against the Company in the United States District Court for the District of Delaware. In the complaint, it is alleged that the Company’s MammoSite product infringes SenoRx’s U.S. Patents 8,079,946 and 8,075,469. The complaint seeks permanent injunctive relief and unspecified damages. On September 4, 2012 and October 16, 2012, the USPTO took up a re-examination of the ‘946 and ‘469 patents, respectively. With respect to the ‘469 patent, all previously issued claims were rejected and with respect to the ‘946 patent all but four claims were rejected. Based on the actions of the USPTO, the Company filed a motion seeking to stay all litigation proceedings pending the outcome of the USPTO’s re-examination of both patents in suit. On January 11, 2013, the Court issued an order denying the stay. On February 1, 2013, the Court entered a stay of the proceedings in the case to allow the parties to pursue settlement discussions. On May 31, 2013, the parties settled the litigation and entered into an agreement under which the Company purchased SenoRx’s Contura assets. | ||
On March 6, 2012, Enzo Life Sciences, Inc. (“Enzo”) filed suit against the Company in the United States District Court for the District of Delaware. In the complaint, it is alleged that certain of the Company’s molecular diagnostics products, including without limitation products based on its proprietary Invader chemistry, such as Cervista HPV HR and Cervista HPV 16/18, infringe Enzo’s U.S. Patent 6,992,180. The complaint seeks permanent injunctive relief and unspecified damages. The Company was formally served with the complaint on July 3, 2012, and a trial is tentatively scheduled for the spring of 2015. In January 2012, Enzo filed suit against Gen-Probe in the United States District Court for the District of Delaware. In that complaint, it is alleged that certain of Gen-Probe’s diagnostics products, including products that incorporate Gen-Probe’s patented HPA technology, such as the Aptima Combo 2 and Aptima HPV assays, infringe Enzo’s U.S. Patent 6,992,180. On September 30, 2013, Enzo amended its list of accused products to include Prodesse, Torch Oligos, PACE and Procleix assays. The complaint seeks permanent injunctive relief and unspecified damages, and a trial is tentatively scheduled for the spring of 2015. At this time, based on available information regarding this litigation, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses. | ||
Prior to its acquisition by Hologic, Gen-Probe had patent infringement claims against Becton Dickinson (“BD”) seeking monetary damages and injunctive relief. The parties settled this litigation in the first quarter of fiscal 2013. Under the terms of the settlement, BD made a one-time payment and was granted a non-exclusive royalty-bearing license to the asserted intellectual property. | ||
A number of lawsuits were filed against the Company, Gen-Probe, and Gen-Probe’s board of directors related to the Company’s acquisition of Gen-Probe. These include: (1) Teamsters Local Union No. 727 Pension Fund v. Gen-Probe Incorporated, et al. (Superior Court of the State of California for the County of San Diego); (2) Timothy Coyne v. Gen-Probe Incorporated, et al. (Delaware Court of Chancery); and (3) Douglas R. Klein v. John W. Brown, et al. (Delaware Court of Chancery). The two Delaware actions were consolidated into a single action titled: In re: Gen-Probe Shareholders Litigation. The suits were filed after the announcement of the Company’s acquisition of Gen-Probe on April 30, 2012 as putative stockholder class actions. Each of the actions asserted similar claims alleging that Gen-Probe’s board of directors failed to adequately discharge its fiduciary duties to shareholders by failing to adequately value Gen-Probe’s shares and ensure that Gen-Probe’s shareholders received adequate consideration in the Company’s acquisition of Gen-Probe, that the acquisition was the product of a flawed sales process, and that the Company aided and abetted the alleged breach of fiduciary duty. The plaintiffs sought, among other things, a preliminary and permanent injunction enjoining the Company’s acquisition of Gen-Probe and rescinding the transaction or any part thereof that had been implemented. On May 24, 2012, the plaintiffs in the Delaware action filed an amended complaint, adding allegations that the disclosures in Gen-Probe’s preliminary proxy statement were inadequate. The defendants in the Delaware action answered the complaint on June 4, 2012. On July 18, 2012, the parties in the Delaware action entered into a memorandum of understanding regarding a proposed settlement of the litigation. The proposed settlement was conditioned upon, among other things, the execution of an appropriate stipulation of settlement, consummation of the merger, and final approval of the proposed settlement by the Delaware Court of Chancery. On April 10, 2013, the Delaware Court of Chancery approved the proposed settlement and the consolidated action in Delaware was dismissed with prejudice. On July 9, 2012, the plaintiffs in the California action filed a motion for voluntary dismissal without prejudice. On July 12, 2012, the California Superior Court entered an order dismissing the California complaint without prejudice. | ||
On October 29, 2013, the Interlace stockholder representatives filed a complaint in the Delaware Court of Chancery alleging breach of contract for issues related to the payment of contingent consideration under the Interlace Merger and Acquisition Agreement, and are seeking $14.7 million in additional payments. The Company believes that Interlace has been paid all amounts due under the Merger Agreement and their claims are without merit. Hologic is currently preparing its answer to the complaint. At this time, the Company is unable to reasonably assess the ultimate outcome of this case. | ||
The Company is a party to various other legal proceedings and claims arising out of the ordinary course of its business. The Company believes that except for those described above there are no other proceedings or claims pending against it of which the ultimate resolution would have a material adverse effect on its financial condition or results of operations. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal costs are expensed as incurred. |
Novartis_Collaboration_Agreeme
Novartis Collaboration Agreement | 12 Months Ended | |
Sep. 28, 2013 | ||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | |
Novartis Collaboration Agreement | ' | |
14 | Novartis Collaboration Agreement | |
The Company, through its Gen-Probe acquisition, has a collaboration agreement with Novartis. In July 2009, Gen-Probe entered into an amended and restated collaboration agreement with Novartis, which sets forth the current terms of the parties’ blood screening collaboration. The term of the collaboration agreement runs through June 30, 2025, unless terminated earlier pursuant to its terms under certain specified conditions. Under the collaboration agreement, the Company manufactures blood screening products, while Novartis is responsible for marketing, sales and service of those products, which Novartis sells under its trademarks. | ||
Under the amended agreement, the Company is entitled to recover 50% of its manufacturing costs incurred in connection with the collaboration and will receive a percentage of the blood screening assay revenue generated under the collaboration. The Company’s share of revenue from any assay that includes a test for HCV is as follows: 2012-2013, 47%; 2014, 48%; and 2015 through the remainder of the term of the collaboration, 50%. The Company’s share of blood screening assay revenue, from any assay that does not test for HCV is 50%. Novartis is obligated to purchase all of the quantities of assays specified on a 90-day demand forecast, due 90 days prior to the date Novartis intends to take delivery, and certain quantities specified on a rolling 12-month forecast. | ||
Novartis has also agreed to provide certain funding to customize the Company’s Panther instrument for use in the blood screening market and to pay the Company a milestone payment upon the earlier of certain regulatory approvals or the first commercial sale of the Panther instrument for use in the blood screening field. The parties will share equally in any profit attributable to Novartis’ sale or lease of Panther instruments under the collaboration. | ||
The Company recognizes product revenue, and collaborative research and license revenue, which is included within services and other revenues, under this collaboration agreement. The Company recognized $197.9 million under this collaboration agreement in fiscal 2013. | ||
On November 11, 2013, Novartis announced that it is selling its blood screening business to Grifols. Grifols had previously been a customer of the Company’s collaboration with Novartis. As announced, the transaction is subject to customary regulatory approvals and is expected to close in the first half of calendar 2014. Upon the consummation of the acquisition, Grifols will replace Novartis as the Company’s blood screening collaborator. |
Business_Segments_and_Geograph
Business Segments and Geographic Information | 12 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Business Segments and Geographic Information | ' | ||||||||||||
15 | Business Segments and Geographic Information | ||||||||||||
The Company reports segment information in accordance with ASC 280, Segment Reporting. Operating segments are identified as components of an enterprise about which separate, discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer, and the Company’s reportable segments have been identified based on the types of products manufactured and the end markets to which the product are sold. Each reportable segment generates revenue from either the sale of medical equipment and related services and/or sale of disposable supplies, primarily used for diagnostic testing and surgical procedures. The Company has four reportable segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health. Certain reportable segments represent an aggregation of operating units within each segment. The Company measures and evaluates its reportable segments based on segment revenues and operating income (loss) adjusted to exclude the effect of non-cash charges, such as intangible asset amortization expense, intangible asset impairment charges, contingent consideration charges, restructuring and divestiture charges, and other one-time or unusual items, and related tax effects. | |||||||||||||
Identifiable assets for the four principal operating segments consist of inventories, intangible assets including goodwill, and property and equipment. The Company fully allocates depreciation expense to its four reportable segments. The Company presents all other identifiable assets as corporate assets. There were no intersegment revenues. Segment information for fiscal 2013, 2012 and 2011 is as follows: | |||||||||||||
Years ended | |||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Total revenues: | |||||||||||||
Diagnostics | $ | 1,189,819 | $ | 718,064 | $ | 571,263 | |||||||
Breast Health | 905,076 | 875,771 | 825,551 | ||||||||||
GYN Surgical | 307,139 | 313,089 | 300,538 | ||||||||||
Skeletal Health | 90,245 | 95,728 | 91,997 | ||||||||||
$ | 2,492,279 | $ | 2,002,652 | $ | 1,789,349 | ||||||||
Operating (loss) income: | |||||||||||||
Diagnostics | $ | (1,149,132 | ) | $ | (32,787 | ) | $ | 170,693 | |||||
Breast Health | 216,049 | 186,106 | 187,970 | ||||||||||
GYN Surgical | 19,664 | (51,892 | ) | 3,623 | |||||||||
Skeletal Health | 7,137 | 12,290 | 12,159 | ||||||||||
$ | (906,282 | ) | $ | 113,717 | $ | 374,445 | |||||||
Depreciation and amortization: | |||||||||||||
Diagnostics | $ | 369,818 | $ | 197,274 | $ | 165,065 | |||||||
Breast Health | 40,098 | 42,924 | 45,165 | ||||||||||
GYN Surgical | 105,233 | 103,781 | 92,587 | ||||||||||
Skeletal Health | 861 | 1,772 | 1,919 | ||||||||||
$ | 516,010 | $ | 345,751 | $ | 304,736 | ||||||||
Capital expenditures: | |||||||||||||
Diagnostics | $ | 51,653 | $ | 44,939 | $ | 23,128 | |||||||
Breast Health | 16,386 | 9,821 | 12,069 | ||||||||||
GYN Surgical | 9,145 | 12,233 | 11,467 | ||||||||||
Skeletal Health | 562 | 171 | 2,198 | ||||||||||
Corporate | 12,384 | 11,609 | 6,801 | ||||||||||
$ | 90,130 | $ | 78,773 | $ | 55,663 | ||||||||
Identifiable assets: | |||||||||||||
Diagnostics | $ | 4,667,942 | $ | 6,170,553 | $ | 1,770,107 | |||||||
Breast Health | 932,206 | 956,134 | 985,196 | ||||||||||
GYN Surgical | 1,849,518 | 1,944,386 | 2,049,682 | ||||||||||
Skeletal Health | 33,508 | 32,778 | 31,864 | ||||||||||
Corporate | 1,517,649 | 1,373,257 | 1,171,931 | ||||||||||
$ | 9,000,823 | $ | 10,477,108 | $ | 6,008,780 | ||||||||
In fiscal 2013, the Company recorded a goodwill impairment charge of $1.1 billion related to its Molecular Diagnostics reporting unit, which is in its Diagnostics segment. In fiscal 2012, the Company recorded a goodwill impairment charge of $5.8 million related to its MammoSite reporting unit, which is in its Breast Health segment. | |||||||||||||
Products sold by the Company internationally are manufactured at domestic and international locations. Transfers between the Company and its subsidiaries are generally recorded at amounts similar to the prices paid by unaffiliated foreign dealers. All intercompany profit is eliminated in consolidation. | |||||||||||||
The Company operates in the following major geographic areas as noted in the below chart. Revenue data is based upon customer location, and internationally totaled $621.7 million, $511.2 million and $414.4 million in fiscal 2013, 2012 and 2011, respectively. The Company’s sales in Europe are predominantly derived from Germany, the United Kingdom and the Netherlands. The Company’s sales in Asia-Pacific are predominantly derived from China, Australia and Japan. The “All others” designation includes Canada, Latin America and the Middle East. | |||||||||||||
Revenues by geography as a percentage of total revenues are as follows: | |||||||||||||
Years ended | |||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
United States | 75 | % | 74 | % | 77 | % | |||||||
Europe | 13 | % | 12 | % | 14 | % | |||||||
Asia-Pacific | 8 | % | 8 | % | 6 | % | |||||||
All others | 4 | % | 6 | % | 3 | % | |||||||
100 | % | 100 | % | 100 | % | ||||||||
The Company’s property and equipment, net are geographically located as follows: | |||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
United States | $ | 386,049 | $ | 405,141 | $ | 165,177 | |||||||
Costa Rica | 29,258 | 30,452 | 34,107 | ||||||||||
Europe | 61,472 | 59,927 | 29,591 | ||||||||||
All other countries | 14,749 | 12,478 | 9,791 | ||||||||||
$ | 491,528 | $ | 507,998 | $ | 238,666 | ||||||||
Accrued_Expenses_and_Other_Lon
Accrued Expenses and Other Long-Term Liabilities | 12 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Accrued Expenses and Other Long-Term Liabilities | ' | ||||||||
16 | Accrued Expenses and Other Long-Term Liabilities | ||||||||
Accrued expenses and other long-term liabilities consist of the following: | |||||||||
September 28, | September 29, | ||||||||
2013 | 2012 | ||||||||
Accrued Expenses | |||||||||
Compensation and employee benefits | $ | 127,464 | $ | 143,673 | |||||
Contingent consideration | 38,138 | 143,881 | |||||||
Income and other taxes | 17,369 | 12,424 | |||||||
Interest | 23,747 | 18,422 | |||||||
Other | 65,213 | 53,981 | |||||||
$ | 271,931 | $ | 372,381 | ||||||
September 28, | September 29, | ||||||||
2013 | 2012 | ||||||||
Other Long-Term Liabilities | |||||||||
Accrued lease obligation—long-term | $ | 33,494 | $ | 33,256 | |||||
Reserve for income tax uncertainties | 115,395 | 38,518 | |||||||
Pension liabilities | 9,691 | 9,397 | |||||||
Other | 9,464 | 17,079 | |||||||
$ | 168,044 | $ | 98,250 | ||||||
Pension_and_Other_Employee_Ben
Pension and Other Employee Benefits | 12 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||||||
Pension and Other Employee Benefits | ' | ||||||||||||
17 | Pension and Other Employee Benefits | ||||||||||||
The Company has certain defined benefit pension plans covering the employees of its Hitec Imaging German subsidiary (the “Pension Benefits”). As of September 28, 2013 and September 29, 2012, the Company’s pension liability is $10.1 million and $9.7 million, respectively, which is primarily recorded as a component of long-term liabilities in the Consolidated Balance Sheets. Under German law, there are no rules governing investment or statutory supervision of the pension plan. As such, there is no minimum funding requirement imposed on employers. Pension benefits are safeguarded by the Pension Guaranty Fund, a form of compulsory reinsurance that guarantees an employee will receive vested pension benefits in the event of insolvency. | |||||||||||||
The tables below provide a reconciliation of benefit obligations, plan assets, funded status, and related actuarial assumptions of the Company’s German Pension Benefits. | |||||||||||||
Change in Benefit Obligation | Years ended | ||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Benefit obligation at beginning of year | $ | (9,744 | ) | $ | (8,064 | ) | $ | (9,093 | ) | ||||
Service cost | — | — | — | ||||||||||
Interest cost | (354 | ) | (391 | ) | (389 | ) | |||||||
Plan participants’ contributions | — | — | — | ||||||||||
Actuarial gain (loss) | 188 | (2,002 | ) | 1,092 | |||||||||
Foreign exchange (loss) gain | (503 | ) | 383 | (5 | ) | ||||||||
Benefits paid | 348 | 330 | 331 | ||||||||||
Benefit obligation at end of year | (10,065 | ) | (9,744 | ) | (8,064 | ) | |||||||
Plan assets | — | — | — | ||||||||||
Funded status | $ | (10,065 | ) | $ | (9,744 | ) | $ | (8,064 | ) | ||||
The tables below outline the components of the net periodic benefit cost and related actuarial assumptions of the Company’s German Pension Benefits plan. | |||||||||||||
Components of Net Periodic Benefit Cost | Years ended | ||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Service cost | $ | — | $ | — | $ | — | |||||||
Interest cost | 354 | 391 | 389 | ||||||||||
Expected return on plan assets | — | — | — | ||||||||||
Amortization of prior service cost | — | — | — | ||||||||||
Recognized net actuarial gain | — | (38 | ) | — | |||||||||
Net periodic benefit cost | $ | 354 | $ | 353 | $ | 389 | |||||||
Weighted-Average Net Periodic Benefit Cost Assumptions | 2013 | 2012 | 2011 | ||||||||||
Discount rate | 3.6 | % | 3.52 | % | 5.2 | % | |||||||
Expected return on plan assets | 0 | % | 0 | % | 0 | % | |||||||
Rate of compensation increase | 0 | % | 0 | % | 0 | % | |||||||
The projected benefit obligation for the German Pension Benefits plans with projected benefit obligations in excess of plan assets was $10.1 million and $9.7 million at September 28, 2013 and September 29, 2012, respectively, and the accumulated benefit obligation for the German Pension Benefits plans was $10.1 million and $9.7 million at September 28, 2013 and September 29, 2012, respectively. | |||||||||||||
The Company is also obligated to pay long-term service award benefits. The projected benefit obligation for long-term service awards was $0.6 million at September 28, 2013 and September 29, 2012, respectively. | |||||||||||||
The table below reflects the total Pension Benefits expected to be paid each fiscal year as of September 28, 2013: | |||||||||||||
2014 | $ | 374 | |||||||||||
2015 | 399 | ||||||||||||
2016 | 415 | ||||||||||||
2017 | 428 | ||||||||||||
2018 | 441 | ||||||||||||
2019 to 2023 | 2,404 | ||||||||||||
The Company also maintains additional contractual pension benefits for its top German executive officers in the form of a defined contribution plan. These contributions were insignificant in fiscal 2013, 2012 and 2011. |
Quarterly_Statement_of_Operati
Quarterly Statement of Operations Information (Unaudited) | 12 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Quarterly Statement of Operations Information (Unaudited) | ' | ||||||||||||||||
18 | Quarterly Statement of Operations Information (Unaudited) | ||||||||||||||||
The following table presents a summary of quarterly results of operations for fiscal 2013 and 2012: | |||||||||||||||||
2013 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Total revenue | $ | 631,362 | $ | 612,663 | $ | 626,136 | $ | 622,118 | |||||||||
Gross profit | 281,673 | 279,326 | 309,758 | 290,631 | |||||||||||||
Net income (loss) (1) | 3,118 | (51,104 | ) | (10,950 | ) | (1,113,902 | ) | ||||||||||
Diluted net income (loss) per common share | $ | 0.01 | $ | (0.19 | ) | $ | (0.04 | ) | $ | (4.11 | ) | ||||||
2012 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter(3) | ||||||||||||||
Total revenue | $ | 472,711 | $ | 471,165 | $ | 470,228 | $ | 588,548 | |||||||||
Gross profit | 249,370 | 226,110 | 244,640 | 274,317 | |||||||||||||
Net income (loss) (2) | 20,812 | (40,273 | ) | 23,594 | (77,767 | ) | |||||||||||
Diluted net income (loss) per common share | $ | 0.08 | $ | (0.15 | ) | $ | 0.09 | $ | (0.29 | ) | |||||||
-1 | Net income in the first quarter of fiscal 2013 includes a gain on the sale of intellectual property of $53.9 million. Net loss in the second quarter of fiscal 2013 includes restructuring charges of $12.5 million and a debt extingushment loss of $3.2 million. Net loss in the third quarter of fiscal 2013 includes restructuring charges of $6.7 million. Net loss in the fourth quarter of fiscal 2013 includes a goodwill impairment charge of $1.1 billion, restructuring charges of $9.7 million and a debt extinguishment loss of $6.0 million. | ||||||||||||||||
-2 | Net loss in the second quarter of fiscal 2012 includes a charge for the discontinuance of the Adiana product line of $18.3 million and the loss on debt extinguishment of $42.3 million. See Note 5 for further discussion. Net loss in the fourth quarter of fiscal 2012 includes additional amortization expense from the Gen-Probe acquisition of $29.7 million, direct acquisition transaction costs of $30.7 million, and restructuring charges of $16.7 million, a goodwill impairment charge of $5.8 million and an in-process research and development charge of $4.5 million. | ||||||||||||||||
-3 | The fourth quarter was a 14-week quarter compared to all other quarters which were 13-week quarters. |
Supplemental_Guarantor_Condens
Supplemental Guarantor Condensed Consolidating Financials | 12 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||||||||||||||
Supplemental Guarantor Condensed Consolidating Financials | ' | ||||||||||||||||||||
19 | Supplemental Guarantor Condensed Consolidating Financials | ||||||||||||||||||||
The Company’s Senior Notes issued in August 2012 are fully and unconditionally and jointly and severally guaranteed by Hologic, Inc. (“Parent/Issuer”) and certain of its domestic subsidiaries, which are 100% owned by Hologic, Inc. The following represents the supplemental condensed financial information of Hologic, Inc. and its guarantor and non-guarantor subsidiaries as of September 28, 2013 and September 29, 2012 and for each of the three years ended September 28, 2013, September 29, 2012 and September 24, 2011. | |||||||||||||||||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||||||
For the Year Ended September 28, 2013 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
Revenues: | |||||||||||||||||||||
Product sales | $ | 416,871 | $ | 1,569,605 | $ | 477,251 | $ | (362,836 | ) | $ | 2,100,891 | ||||||||||
Service and other revenues | 326,656 | 71,718 | 46,635 | (53,621 | ) | 391,388 | |||||||||||||||
743,527 | 1,641,323 | 523,886 | (416,457 | ) | 2,492,279 | ||||||||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of product sales | 212,899 | 636,679 | 331,418 | (362,836 | ) | 818,160 | |||||||||||||||
Cost of product sales—amortization of intangible assets | 5,346 | 298,426 | 4,123 | — | 307,895 | ||||||||||||||||
Cost of product sales—impairment of intangible assets | — | — | 1,714 | — | 1,714 | ||||||||||||||||
Cost of service and other revenues | 157,391 | 59,943 | 39,409 | (53,621 | ) | 203,122 | |||||||||||||||
Research and development | 29,829 | 157,846 | 9,971 | — | 197,646 | ||||||||||||||||
Selling and marketing | 77,982 | 176,041 | 88,114 | — | 342,137 | ||||||||||||||||
General and administrative | 68,883 | 123,985 | 34,812 | — | 227,680 | ||||||||||||||||
Amortization of intangible assets | 3,013 | 104,778 | 4,806 | — | 112,597 | ||||||||||||||||
Contingent consideration—compensation expense | 80,010 | — | — | — | 80,010 | ||||||||||||||||
Contingent consideration—fair value adjustments | 11,310 | — | — | — | 11,310 | ||||||||||||||||
Impairment of goodwill | — | 1,117,369 | — | — | 1,117,369 | ||||||||||||||||
Gain on sale of intellectual property | — | (53,884 | ) | — | — | (53,884 | ) | ||||||||||||||
Restructuring and divestiture charges | 4,889 | 21,647 | 6,269 | — | 32,805 | ||||||||||||||||
651,552 | 2,642,830 | 520,636 | (416,457 | ) | 3,398,561 | ||||||||||||||||
Income (loss) from operations | 91,975 | (1,001,507 | ) | 3,250 | — | (906,282 | ) | ||||||||||||||
Interest income | 590 | 251 | 461 | — | 1,302 | ||||||||||||||||
Interest expense | (277,771 | ) | (1,260 | ) | (2,044 | ) | — | (281,075 | ) | ||||||||||||
Debt extinguishment loss | (9,209 | ) | — | (9,209 | ) | ||||||||||||||||
Other income (expense), net | 193,254 | (184,564 | ) | (6,387 | ) | — | 2,303 | ||||||||||||||
Loss before income taxes | (1,161 | ) | (1,187,080 | ) | (4,720 | ) | — | (1,192,961 | ) | ||||||||||||
Provision (benefit) for income taxes | 30,794 | (59,260 | ) | 8,343 | — | (20,123 | ) | ||||||||||||||
Equity in earnings (losses) of subsidiaries | (1,140,883 | ) | 13,887 | — | 1,126,996 | — | |||||||||||||||
Net (loss) income | $ | (1,172,838 | ) | $ | (1,113,933 | ) | $ | (13,063 | ) | $ | 1,126,996 | $ | (1,172,838 | ) | |||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||||||
For the Year Ended September 29, 2012 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
Revenues: | |||||||||||||||||||||
Product sales | $ | 420,960 | $ | 1,089,580 | $ | 431,689 | $ | (284,501 | ) | $ | 1,657,728 | ||||||||||
Service and other revenues | 307,097 | 63,313 | 32,555 | (58,041 | ) | 344,924 | |||||||||||||||
728,057 | 1,152,893 | 464,244 | (342,542 | ) | 2,002,652 | ||||||||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of product sales | 211,665 | 396,747 | 292,928 | (284,501 | ) | 616,839 | |||||||||||||||
Cost of product sales—amortization of intangible assets | 5,226 | 192,377 | 4,261 | — | 201,864 | ||||||||||||||||
Cost of service and other revenues | 155,555 | 61,285 | 30,713 | (58,041 | ) | 189,512 | |||||||||||||||
Research and development | 28,065 | 91,199 | 11,698 | — | 130,962 | ||||||||||||||||
Selling and marketing | 67,874 | 170,422 | 84,018 | — | 322,314 | ||||||||||||||||
General and administrative | 52,568 | 136,243 | 31,683 | — | 220,494 | ||||||||||||||||
Amortization of intangible assets | 2,709 | 64,357 | 4,970 | — | 72,036 | ||||||||||||||||
Contingent consideration—compensation expense | 81,031 | — | — | — | 81,031 | ||||||||||||||||
Contingent consideration—fair value adjustments | 38,466 | — | — | — | 38,466 | ||||||||||||||||
Impairment of goodwill | — | 5,826 | — | — | 5,826 | ||||||||||||||||
Gain on sale of intellectual property | — | (12,424 | ) | — | — | (12,424 | ) | ||||||||||||||
Acquired in-process research and development | — | 4,500 | — | — | 4,500 | ||||||||||||||||
Restructuring and divestiture charges | 49 | 16,185 | 1,281 | — | 17,515 | ||||||||||||||||
643,208 | 1,126,717 | 461,552 | (342,542 | ) | 1,888,935 | ||||||||||||||||
Income from operations | 84,849 | 26,176 | 2,692 | — | 113,717 | ||||||||||||||||
Interest income | 1,950 | 159 | 840 | (609 | ) | 2,340 | |||||||||||||||
Interest expense | (137,190 | ) | (1,158 | ) | (1,939 | ) | — | (140,287 | ) | ||||||||||||
Debt extinguishment loss | (42,347 | ) | — | — | — | (42,347 | ) | ||||||||||||||
Other income, net | 3,051 | 699 | 557 | 609 | 4,916 | ||||||||||||||||
(Loss) income before income taxes | (89,687 | ) | 25,876 | 2,150 | — | (61,661 | ) | ||||||||||||||
Provision (benefit) for income taxes | 9,721 | (3,094 | ) | 5,346 | — | 11,973 | |||||||||||||||
Equity in earnings (losses) of subsidiaries | 25,774 | 8,415 | 556 | (34,745 | ) | — | |||||||||||||||
Net (loss) income | $ | (73,634 | ) | $ | 37,385 | $ | (2,640 | ) | $ | (34,745 | ) | $ | (73,634 | ) | |||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||||||
For the Year Ended September 24, 2011 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
Revenues: | |||||||||||||||||||||
Product sales | $ | 411,309 | $ | 964,584 | $ | 376,575 | $ | (274,128 | ) | $ | 1,478,340 | ||||||||||
Service and other revenues | 274,197 | 59,026 | 27,862 | (50,076 | ) | 311,009 | |||||||||||||||
685,506 | 1,023,610 | 404,437 | (324,204 | ) | 1,789,349 | ||||||||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of product sales | 200,912 | 309,910 | 284,495 | (274,128 | ) | 521,189 | |||||||||||||||
Cost of product sales—amortization of intangible assets | 5,224 | 167,341 | 4,891 | — | 177,456 | ||||||||||||||||
Cost of service and other revenues | 143,399 | 51,888 | 22,312 | (50,076 | ) | 167,523 | |||||||||||||||
Research and development | 28,959 | 75,437 | 12,300 | — | 116,696 | ||||||||||||||||
Selling and marketing | 60,496 | 166,458 | 59,776 | — | 286,730 | ||||||||||||||||
General and administrative | 50,180 | 86,270 | 23,113 | — | 159,563 | ||||||||||||||||
Amortization of intangible assets | 2,709 | 54,851 | 774 | — | 58,334 | ||||||||||||||||
Contingent consideration—compensation expense | 20,002 | — | — | — | 20,002 | ||||||||||||||||
Contingent consideration—fair value adjustments | (8,016 | ) | — | — | — | (8,016 | ) | ||||||||||||||
Gain on sale of intellectual property | — | (84,502 | ) | — | — | (84,502 | ) | ||||||||||||||
Restructuring and divestiture charges | (353 | ) | — | 282 | — | (71 | ) | ||||||||||||||
503,512 | 827,653 | 407,943 | (324,204 | ) | 1,414,904 | ||||||||||||||||
Income (loss) from operations | 181,994 | 195,957 | (3,506 | ) | — | 374,445 | |||||||||||||||
Interest income | 1,495 | 1 | 364 | — | 1,860 | ||||||||||||||||
Interest expense | (111,583 | ) | (1,357 | ) | (1,906 | ) | — | (114,846 | ) | ||||||||||||
Debt extinguishment loss | (29,891 | ) | — | — | — | (29,891 | ) | ||||||||||||||
Other (expense) income, net | (1,706 | ) | (2,661 | ) | 185 | — | (4,182 | ) | |||||||||||||
Income (loss) before income taxes | 40,309 | 191,940 | (4,863 | ) | — | 227,386 | |||||||||||||||
Provision (benefit) for income taxes | 10,976 | 60,163 | (903 | ) | — | 70,236 | |||||||||||||||
Equity in earnings (losses) of subsidiaries | 127,817 | 8,699 | 319 | (136,835 | ) | — | |||||||||||||||
Net income (loss) | $ | 157,150 | $ | 140,476 | $ | (3,641 | ) | $ | (136,835 | ) | $ | 157,150 | |||||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | |||||||||||||||||||||
For the Year Ended September 28, 2013 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
Net (loss) income | $ | (1,172,838 | ) | $ | (1,113,933 | ) | $ | (13,063 | ) | $ | 1,126,996 | $ | (1,172,838 | ) | |||||||
Foreign currency cumulative translation adjustment | — | 658 | 715 | — | 1,373 | ||||||||||||||||
Adjustment to minimum pension liability, net of taxes | — | — | 134 | — | 134 | ||||||||||||||||
Unrealized gain on available-for-sale securities | — | 12,094 | — | — | 12,094 | ||||||||||||||||
Comprehensive (loss) income | $ | (1,172,838 | ) | $ | (1,101,181 | ) | $ | (12,214 | ) | $ | 1,126,996 | $ | (1,159,237 | ) | |||||||
For the Year Ended September 29, 2012 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
Net (loss) income | $ | (73,634 | ) | $ | 37,385 | $ | (2,640 | ) | $ | (34,745 | ) | $ | (73,634 | ) | |||||||
Foreign currency translation adjustment | 836 | (527 | ) | 5,908 | — | 6,217 | |||||||||||||||
Adjustment to minimum pension liability, net of taxes | — | — | (1,484 | ) | — | (1,484 | ) | ||||||||||||||
Unrealized gain on available-for-sale security, net of taxes | — | 62 | — | — | 62 | ||||||||||||||||
Other comprehensive income (loss) | 836 | (465 | ) | 4,424 | — | 4,795 | |||||||||||||||
Comprehensive (loss) income | $ | (72,798 | ) | $ | 36,920 | $ | 1,784 | $ | (34,745 | ) | $ | (68,839 | ) | ||||||||
For the Year Ended September 24, 2011 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
Net income (loss) | $ | 157,150 | $ | 140,476 | $ | (3,641 | ) | $ | (136,835 | ) | $ | 157,150 | |||||||||
Foreign currency translation adjustment | (1,127 | ) | (121 | ) | 2,336 | — | 1,088 | ||||||||||||||
Adjustment to minimum pension liability, net of taxes | — | — | 764 | — | 764 | ||||||||||||||||
Other comprehensive income (loss) | (1,127 | ) | (121 | ) | 3,100 | — | 1,852 | ||||||||||||||
Comprehensive income (loss) | $ | 156,023 | $ | 140,355 | $ | (541 | ) | $ | (136,835 | ) | $ | 159,002 | |||||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||
September 28, 2013 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 321,523 | $ | 387,422 | $ | 113,545 | $ | — | $ | 822,490 | |||||||||||
Restricted cash | — | — | 6,914 | — | 6,914 | ||||||||||||||||
Accounts receivable, net | 126,036 | 174,433 | 108,804 | — | 409,273 | ||||||||||||||||
Inventories | 81,924 | 146,678 | 60,761 | — | 289,363 | ||||||||||||||||
Deferred income tax assets | — | 19,042 | 494 | (19,536 | ) | — | |||||||||||||||
Prepaid income taxes | 47,131 | 2,303 | — | (4,689 | ) | 44,745 | |||||||||||||||
Prepaid expenses and other current assets | 16,246 | 21,112 | 11,003 | — | 48,361 | ||||||||||||||||
Other current assets—assets held for sale | — | — | 2,997 | — | 2,997 | ||||||||||||||||
Intercompany receivables | — | 2,442,502 | 31,949 | (2,474,451 | ) | — | |||||||||||||||
Total current assets | 592,860 | 3,193,492 | 336,467 | (2,498,676 | ) | 1,624,143 | |||||||||||||||
Property, plant and equipment, net | 29,313 | 356,736 | 105,479 | — | 491,528 | ||||||||||||||||
Intangible assets, net | 19,925 | 3,784,987 | 101,810 | — | 3,906,722 | ||||||||||||||||
Goodwill | 283,038 | 2,390,939 | 140,551 | — | 2,814,528 | ||||||||||||||||
Other assets | 103,548 | 58,446 | 1,908 | — | 163,902 | ||||||||||||||||
Investment in subsidiaries | 8,667,620 | 129,016 | 2,296 | (8,798,932 | ) | — | |||||||||||||||
Total assets | $ | 9,696,304 | $ | 9,913,616 | $ | 688,511 | $ | (11,297,608 | ) | $ | 9,000,823 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 563,812 | $ | — | $ | — | $ | — | $ | 563,812 | |||||||||||
Accounts payable | 27,865 | 42,661 | 10,008 | — | 80,534 | ||||||||||||||||
Accrued expenses | 152,950 | 79,629 | 44,319 | (4,967 | ) | 271,931 | |||||||||||||||
Deferred revenue | 93,306 | 7,958 | 31,055 | — | 132,319 | ||||||||||||||||
Deferred income tax liabilities | 59,346 | — | — | (19,536 | ) | 39,810 | |||||||||||||||
Intercompany payables | 2,418,089 | — | 64,411 | (2,482,500 | ) | — | |||||||||||||||
Total current liabilities | 3,315,368 | 130,248 | 149,793 | (2,507,003 | ) | 1,088,406 | |||||||||||||||
Long-term debt, net of current portion | 4,242,098 | — | — | — | 4,242,098 | ||||||||||||||||
Deferred income tax liabilities | 89,085 | 1,435,522 | 10,699 | — | 1,535,306 | ||||||||||||||||
Deferred service obligations—long-term | 11,251 | 3,511 | 12,864 | (2,170 | ) | 25,456 | |||||||||||||||
Other long-term liabilities | 96,990 | 37,598 | 33,456 | — | 168,044 | ||||||||||||||||
Total stockholders’ equity | 1,941,512 | 8,306,737 | 481,699 | (8,788,435 | ) | 1,941,513 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 9,696,304 | $ | 9,913,616 | $ | 688,511 | $ | (11,297,608 | ) | $ | 9,000,823 | ||||||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||
September 29, 2012 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 210,028 | $ | 269,416 | $ | 80,986 | $ | — | $ | 560,430 | |||||||||||
Restricted cash | — | — | 5,696 | — | 5,696 | ||||||||||||||||
Accounts receivable, net | 101,538 | 192,349 | 115,522 | (76 | ) | 409,333 | |||||||||||||||
Inventories | 74,500 | 223,043 | 70,180 | (532 | ) | 367,191 | |||||||||||||||
Deferred income tax assets | 13,578 | — | 617 | (2,480 | ) | 11,715 | |||||||||||||||
Prepaid income taxes | 20,805 | 48,429 | 611 | — | 69,845 | ||||||||||||||||
Prepaid expenses and other current assets | 18,817 | 12,816 | 12,668 | — | 44,301 | ||||||||||||||||
Intercompany receivables | — | 2,094,017 | 55,761 | (2,149,778 | ) | — | |||||||||||||||
Other current assets—assets held-for-sale | — | 67,878 | 26,625 | — | 94,503 | ||||||||||||||||
Total current assets | 439,266 | 2,907,948 | 368,666 | (2,152,866 | ) | 1,563,014 | |||||||||||||||
Property, plant and equipment, net | 26,928 | 379,702 | 101,368 | — | 507,998 | ||||||||||||||||
Intangible assets, net | 24,034 | 4,162,930 | 114,286 | — | 4,301,250 | ||||||||||||||||
Goodwill | 279,956 | 3,522,474 | 140,349 | — | 3,942,779 | ||||||||||||||||
Other assets | 112,339 | 49,036 | 2,406 | (1,714 | ) | 162,067 | |||||||||||||||
Investments in subsidiaries | 9,782,940 | 101,615 | 2,296 | (9,886,851 | ) | — | |||||||||||||||
Total assets | $ | 10,665,463 | $ | 11,123,705 | $ | 729,371 | $ | (12,041,431 | ) | $ | 10,477,108 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 64,435 | $ | — | $ | — | $ | — | $ | 64,435 | |||||||||||
Accounts payable | 29,847 | 43,339 | 14,037 | — | 87,223 | ||||||||||||||||
Accrued expenses | 238,387 | 86,566 | 50,052 | (2,624 | ) | 372,381 | |||||||||||||||
Deferred revenue | 92,234 | 10,307 | 27,147 | — | 129,688 | ||||||||||||||||
Intercompany payables | 2,085,339 | 6,655 | 66,335 | (2,158,329 | ) | — | |||||||||||||||
Other current liabilities—assets held-for-sale | — | 5,520 | 2,102 | — | 7,622 | ||||||||||||||||
Total current liabilities | 2,510,242 | 152,387 | 159,673 | (2,160,953 | ) | 661,349 | |||||||||||||||
Long-term debt, net of current portion | 4,971,179 | — | — | — | 4,971,179 | ||||||||||||||||
Deferred income tax liabilities | 180,916 | 1,581,833 | 8,836 | — | 1,771,585 | ||||||||||||||||
Deferred service obligations—long-term | 7,536 | 1,160 | 7,601 | (2,583 | ) | 13,714 | |||||||||||||||
Other long-term liabilities | 34,559 | 30,587 | 34,504 | (1,400 | ) | 98,250 | |||||||||||||||
Total stockholders’ equity | 2,961,031 | 9,357,738 | 518,757 | (9,876,495 | ) | 2,961,031 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 10,665,463 | $ | 11,123,705 | $ | 729,371 | $ | (12,041,431 | ) | $ | 10,477,108 | ||||||||||
CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||
For the Year Ended September 28, 2013 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
OPERATING ACTIVITIES | |||||||||||||||||||||
Net cash provided by operating activities | $ | 237,354 | $ | 205,034 | $ | 51,434 | $ | — | $ | 493,822 | |||||||||||
INVESTING ACTIVITIES | |||||||||||||||||||||
Acquisition of businesses | (6,053 | ) | — | (220 | ) | — | (6,273 | ) | |||||||||||||
Payment of additional acquisition consideration | (16,808 | ) | — | — | — | (16,808 | ) | ||||||||||||||
Proceeds from sale of business, net of cash transferred | — | 83,646 | 1,488 | — | 85,134 | ||||||||||||||||
Purchase of property and equipment | (15,480 | ) | (23,345 | ) | (10,129 | ) | — | (48,954 | ) | ||||||||||||
Increase in equipment under customer usage agreements | (464 | ) | (24,443 | ) | (16,269 | ) | — | (41,176 | ) | ||||||||||||
Purchase of insurance contracts | (4,000 | ) | — | — | — | (4,000 | ) | ||||||||||||||
Proceeds from sale of intellectual property | — | 60,000 | — | — | 60,000 | ||||||||||||||||
Purchase of cost-method investments | (3,500 | ) | (225 | ) | — | — | (3,725 | ) | |||||||||||||
Sale of cost-method investments | 2,104 | — | — | — | 2,104 | ||||||||||||||||
Investment in subsdiaries | — | 1,812 | (1,812 | ) | — | — | |||||||||||||||
Increase in other assets | (2,097 | ) | (4,209 | ) | (1,242 | ) | — | (7,548 | ) | ||||||||||||
Net cash provided by (used in) investing activities | (46,298 | ) | 93,236 | (28,184 | ) | — | 18,754 | ||||||||||||||
FINANCING ACTIVITIES | |||||||||||||||||||||
Repayment of long-term debt | (265,000 | ) | — | — | — | (265,000 | ) | ||||||||||||||
Payment of debt issuance cost | (9,440 | ) | (9,440 | ) | |||||||||||||||||
Payment of contingent consideration | (42,958 | ) | — | — | — | (42,958 | ) | ||||||||||||||
Deferred acquisition consideration | (1,655 | ) | — | — | — | (1,655 | ) | ||||||||||||||
Net proceeds from issuance of common stock pursuant to employee stock plans | 75,100 | — | — | — | 75,100 | ||||||||||||||||
Excess tax benefit related to equity awards | 7,439 | — | — | — | 7,439 | ||||||||||||||||
Payment of employee restricted stock minimum tax withholdings | (12,256 | ) | — | — | — | (12,256 | ) | ||||||||||||||
Intercompany dividend | 169,209 | (175,000 | ) | 5,791 | — | — | |||||||||||||||
Net cash used in (provided by) financing activities | (79,561 | ) | (175,000 | ) | 5,791 | — | (248,770 | ) | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | (5,264 | ) | 3,518 | — | (1,746 | ) | ||||||||||||||
Net increase in cash and cash equivalents | 111,495 | 118,006 | 32,559 | — | 262,060 | ||||||||||||||||
Cash and cash equivalents, beginning of period | 210,028 | 269,416 | 80,986 | — | 560,430 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 321,523 | $ | 387,422 | $ | 113,545 | $ | — | $ | 822,490 | |||||||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||
For the Year Ended September 29, 2012 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
OPERATING ACTIVITIES | |||||||||||||||||||||
Net cash provided by operating activities | $ | 236,063 | $ | 104,167 | $ | 29,992 | $ | — | $ | 370,222 | |||||||||||
INVESTING ACTIVITIES | |||||||||||||||||||||
Acquisition of business, net of cash acquired | (3,971,970 | ) | 196,771 | 12,796 | — | (3,762,403 | ) | ||||||||||||||
Payment of additional acquisition consideration | (8,858 | ) | — | (926 | ) | — | (9,784 | ) | |||||||||||||
Proceeds from sale of intellectual property | — | 12,500 | — | — | 12,500 | ||||||||||||||||
Purchase of property and equipment | (13,247 | ) | (12,444 | ) | (7,458 | ) | — | (33,149 | ) | ||||||||||||
Increase in equipment under customer usage agreements | — | (30,735 | ) | (14,889 | ) | — | (45,624 | ) | |||||||||||||
Acquisition of in-process research and development assets | (4,500 | ) | — | — | — | (4,500 | ) | ||||||||||||||
Purchase of cost-method investment | — | (250 | ) | — | — | (250 | ) | ||||||||||||||
Increase in other assets | (558 | ) | (2,230 | ) | (4,786 | ) | — | (7,574 | ) | ||||||||||||
Net cash (used in) provided by investing activities | (3,999,133 | ) | 163,612 | (15,263 | ) | — | (3,850,784 | ) | |||||||||||||
FINANCING ACTIVITIES | |||||||||||||||||||||
Proceeds from long-term debt | 3,476,320 | — | — | — | 3,476,320 | ||||||||||||||||
Payment of debt issuance costs | (81,408 | ) | — | — | — | (81,408 | ) | ||||||||||||||
Payment of contingent consideration | (51,680 | ) | — | — | — | (51,680 | ) | ||||||||||||||
Payment of deferred acquisition consideration | (44,223 | ) | — | — | — | (44,223 | ) | ||||||||||||||
Net proceeds from issuance of common stock pursuant to employee stock plans | 28,594 | — | — | — | 28,594 | ||||||||||||||||
Excess tax benefit related to equity awards | 6,206 | — | — | — | 6,206 | ||||||||||||||||
Payment of employee restricted stock minimum tax withholdings | (5,710 | ) | — | — | — | (5,710 | ) | ||||||||||||||
Net cash provided by financing activities | 3,328,099 | — | — | — | 3,328,099 | ||||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | 302 | 1,637 | (1,378 | ) | — | 561 | |||||||||||||||
Net (decrease) increase in cash and cash equivalents | (434,669 | ) | 269,416 | 13,351 | — | (151,902 | ) | ||||||||||||||
Cash and cash equivalents, beginning of period | 644,697 | — | 67,635 | — | 712,332 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 210,028 | $ | 269,416 | $ | 80,986 | $ | — | $ | 560,430 | |||||||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||
For the Year Ended September 24, 2011 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
OPERATING ACTIVITIES | |||||||||||||||||||||
Net cash provided by operating activities | $ | 431,353 | $ | 9,040 | $ | 15,631 | $ | — | $ | 456,024 | |||||||||||
INVESTING ACTIVITIES | |||||||||||||||||||||
Acquisition of business, net of cash acquired | (240,917 | ) | 9,070 | 33,103 | — | (198,744 | ) | ||||||||||||||
Payment of additional acquisition consideration | (19,660 | ) | — | — | — | (19,660 | ) | ||||||||||||||
Divestiture activities, net of cash transferred | 1,138 | — | 1,129 | — | 2,267 | ||||||||||||||||
Proceeds from sale of intellectual property | 750 | 12,500 | — | — | 13,250 | ||||||||||||||||
Purchase of property and equipment | (11,512 | ) | (8,646 | ) | (7,627 | ) | — | (27,785 | ) | ||||||||||||
Increase in equipment under customer usage agreements | (1,121 | ) | (17,361 | ) | (9,396 | ) | — | (27,878 | ) | ||||||||||||
Purchase of licensed technology and other intangible assets | — | (3,021 | ) | — | — | (3,021 | ) | ||||||||||||||
Purchase of insurance contracts | (5,322 | ) | — | — | — | (5,322 | ) | ||||||||||||||
Purchase of cost-method investment | — | (99 | ) | — | — | (99 | ) | ||||||||||||||
Increase in restricted cash | — | — | 405 | — | 405 | ||||||||||||||||
Net cash (used in) provided by investing activities | (276,644 | ) | (7,557 | ) | 17,614 | — | (266,587 | ) | |||||||||||||
FINANCING ACTIVITIES | |||||||||||||||||||||
Repayment of long-term debt and notes payable | — | (1,362 | ) | — | — | (1,362 | ) | ||||||||||||||
Payment of debt issuance costs | (5,327 | ) | — | — | — | (5,327 | ) | ||||||||||||||
Payment of contingent consideration | (4,294 | ) | — | — | — | (4,294 | ) | ||||||||||||||
Net proceeds from issuance of common stock pursuant to employee stock plans | 25,404 | — | — | — | 25,404 | ||||||||||||||||
Excess tax benefit related to equity awards | 3,652 | — | — | — | 3,652 | ||||||||||||||||
Payment of employee restricted stock minimum tax withholdings | (10,399 | ) | — | — | — | (10,399 | ) | ||||||||||||||
Net cash provided by (used in) financing activities | 9,036 | (1,362 | ) | — | — | 7,674 | |||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | 48 | (121 | ) | (331 | ) | — | (404 | ) | |||||||||||||
Net increase in cash and cash equivalents | 163,793 | — | 32,914 | — | 196,707 | ||||||||||||||||
Cash and cash equivalents, beginning of period | 480,904 | — | 34,721 | — | 515,625 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 644,697 | $ | — | $ | 67,635 | $ | — | $ | 712,332 | |||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||||||
Principles of Consolidation | |||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s fiscal year ends on the last Saturday in September. Fiscal 2013, 2012 and 2011 ended on September 28, 2013, September 29, 2012 and September 24, 2011, respectively. Fiscal 2013 and 2011 were 52 week fiscal periods and fiscal 2012 was a 53 week fiscal period. | |||||||||||||||||||||
Management's Estimates and Uncertainties | ' | ||||||||||||||||||||
Management’s Estimates and Uncertainties | |||||||||||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for doubtful accounts, the net realizable value of inventory, estimated fair value of cost-method equity investments, valuations, purchase price allocations and contingent consideration related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets and goodwill, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, restructuring and other related charges, stock-based compensation, contingent liabilities, tax reserves, deferred tax rates and recoverability of the Company’s net deferred tax assets and related valuation allowance. | |||||||||||||||||||||
Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. | |||||||||||||||||||||
The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, dependence on third-party reimbursements to support the markets of the Company’s products, early stage of development of certain products, rapid technological changes, recoverability of long-lived assets (including intangible assets and goodwill), competition, stability of world financial markets, ability to obtain regulatory approvals, changes in the regulatory environment, limited number of suppliers, customer concentration, integration of acquisitions, substantial indebtedness, government regulations, future sales or issuances of its common stock, management of international activities, protection of proprietary rights, patent and other litigation and dependence on key individuals. | |||||||||||||||||||||
Cash Equivalents | ' | ||||||||||||||||||||
Cash Equivalents | |||||||||||||||||||||
Cash equivalents are highly liquid investments with insignificant interest rate risk and maturities of three months or less at the time of acquisition. At September 28, 2013 and September 29, 2012, the Company’s cash equivalents consisted of money market accounts. | |||||||||||||||||||||
Marketable Securities | ' | ||||||||||||||||||||
Marketable Securities | |||||||||||||||||||||
The Company’s marketable securities are comprised of an equity security and mutual funds. The equity security is an investment in the common stock of a publicly traded company, and the mutual funds are used to fund the deferred compensation plan the Company assumed in its Gen-Probe acquisition. The equity security is classified as available-for-sale and is recorded at fair value with the unrealized gains or losses, net of tax, within accumulated other comprehensive income (loss), which is a component of stockholders’ equity. The mutual funds are classified as trading and are recorded at fair value with unrealized gains and losses recorded in other income (expense), net in the Consolidated Statements of Operations. | |||||||||||||||||||||
The Company periodically reviews its marketable equity securities classified as available-for-sale for other-than-temporary declines in fair value below cost basis, or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. The determination that a decline is other-than-temporary is, in part, subjective and influenced by many factors. When assessing marketable equity securities for other-than-temporary declines in value, the Company considers factors including: the significance of the decline in value compared to the cost basis; the underlying factors contributing to a decline in the prices of the security; how long the market value of the investment has been less than its cost basis; any market conditions that impact liquidity; the views of external investment analysts; the financial condition and near-term prospects of the investee; any news or financial information that has been released specific to the investee; and the outlook for the overall industry in which the investee operates. No such other-than-temporary impairment appeared to exist at September 28, 2013. | |||||||||||||||||||||
The Company has one investment in a publicly traded security and the following reconciles its cost basis to its fair market value as of September 28, 2013 and September 29, 2012. There were no marketable securities at September 24, 2011. | |||||||||||||||||||||
Cost | Gross Unrealized | Gross Unrealized | Fair Value | ||||||||||||||||||
Gains | Losses | ||||||||||||||||||||
Equity security as of September 28, 2013 | $ | 5,931 | $ | 12,156 | $ | — | $ | 18,087 | |||||||||||||
Equity security as of September 29, 2012 | $ | 5,931 | $ | 98 | $ | — | $ | 6,029 | |||||||||||||
Concentrations of Credit Risk | ' | ||||||||||||||||||||
Concentrations of Credit Risk | |||||||||||||||||||||
Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents, cost-method equity investments, and trade accounts receivable. The Company invests its cash and cash equivalents with high credit quality financial institutions. | |||||||||||||||||||||
The Company’s customers are principally located in the United States, Europe and Asia. The Company performs ongoing credit evaluations of the financial condition of its customers and generally does not require collateral. Although the Company is directly affected by the overall financial condition of the healthcare industry, as well as global economic conditions, management does not believe significant credit risk exists as of September 28, 2013. The Company generally has not experienced any material losses related to receivables from individual customers or groups of customers in the healthcare industry. The Company maintains an allowance for doubtful accounts based on accounts past due and historical collection experience. | |||||||||||||||||||||
There were no customers with balances greater than 10% of accounts receivable as of September 28, 2013 and September 29, 2012, or any customers that represented greater than 10% of consolidated revenues for fiscal years 2013, 2012 and 2011. | |||||||||||||||||||||
Supplemental Cash Flow Statement Information | ' | ||||||||||||||||||||
Supplemental Cash Flow Statement Information | |||||||||||||||||||||
Years ended | |||||||||||||||||||||
September 28, | September 29, | September 24, | |||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Cash paid during the period for income taxes | $ | 79,893 | $ | 166,565 | $ | 118,850 | |||||||||||||||
Cash paid during the period for interest | $ | 192,794 | $ | 55,045 | $ | 36,268 | |||||||||||||||
Non-Cash Investing Activities: | |||||||||||||||||||||
Fair value of stock options assumed in the Gen-Probe acquisition | $ | — | $ | 2,655 | $ | — | |||||||||||||||
Additional acquisition contingent consideration accrued | $ | — | $ | — | $ | 18,924 | |||||||||||||||
Non-Cash Financing Activities: | |||||||||||||||||||||
Fair value of contingent consideration at acquisition | $ | 525 | $ | — | $ | 86,600 | |||||||||||||||
Deferred payments for acquisitions | $ | — | $ | 1,655 | $ | 47,258 | |||||||||||||||
Inventories | ' | ||||||||||||||||||||
Inventories | |||||||||||||||||||||
Inventories are valued at the lower of cost or market on a first in, first out basis. Work-in-process and finished goods inventories consist of materials, labor and manufacturing overhead. The valuation of inventory requires management to estimate excess and obsolete inventory. The Company employs a variety of methodologies to determine the net realizable value of its inventory. Provisions for excess and obsolete inventory are primarily based on management’s estimates of forecasted sales, usage levels and expiration dates as applicable for disposable products. A significant change in the timing or level of demand for the Company’s products as compared to forecasted amounts may result in recording additional provisions for excess and obsolete inventory in the future. The Company records provisions for excess and obsolete inventory as cost of product sales. | |||||||||||||||||||||
Inventories consisted of the following: | |||||||||||||||||||||
September 28, | September 29, | ||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Raw materials | $ | 115,575 | $ | 134,983 | |||||||||||||||||
Work-in-process | 51,171 | 93,218 | |||||||||||||||||||
Finished goods | 122,617 | 138,990 | |||||||||||||||||||
$ | 289,363 | $ | 367,191 | ||||||||||||||||||
Property, Plant and Equipment | ' | ||||||||||||||||||||
Property, Plant and Equipment | |||||||||||||||||||||
Property, plant and equipment is recorded at cost less allowances for depreciation. The straight-line method of depreciation is used for all property and equipment. Repair and maintenance costs are expensed as incurred. Property, plant and equipment are depreciated over the following estimated useful lives: | |||||||||||||||||||||
Asset Classification | Estimated Useful Life | ||||||||||||||||||||
Building and improvements | 35–40 years | ||||||||||||||||||||
Equipment and software | 3–10 years | ||||||||||||||||||||
Equipment under customer usage agreements | 3–8 years | ||||||||||||||||||||
Furniture and fixtures | 5–7 years | ||||||||||||||||||||
Leasehold improvements | Shorter of the Original Term of Lease | ||||||||||||||||||||
or Estimated Useful Life | |||||||||||||||||||||
Equipment under customer usage agreements primarily consists of diagnostic instrumentation and medical imaging equipment located at customer sites but owned by the Company. Generally, the customer has the right to use it for a period of time provided they meet certain agreed to conditions. The Company recovers the cost of providing the equipment from the sale of disposables. The depreciation costs associated with equipment under customer usage agreements are charged to cost of product sales over the estimated useful life of the equipment. The costs to maintain the equipment in the field are charged to cost of product sales as incurred. | |||||||||||||||||||||
Long-Lived Assets | ' | ||||||||||||||||||||
Long-Lived Assets | |||||||||||||||||||||
The Company reviews its long-lived assets, which includes property and equipment and identifiable intangible assets (see below for discussion of intangible assets), for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10-35-15, Property, Plant and Equipment—Impairment or Disposal of Long-Lived Assets (ASC 360). Recoverability of these assets is evaluated by comparing the carrying value of the assets to the undiscounted cash flows estimated to be generated by those assets over their remaining economic life. If the undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are considered impaired. The impairment loss is measured by comparing the fair value of the assets to their carrying value. Fair value is determined by either a quoted market price, if any, or a value determined by a discounted cash flow technique. At the end of the fourth quarter of fiscal 2013, the Company decided to transition certain of its placed equipment at customer sites to its Panther instrument, and as a result, the Company recorded a charge of $6.3 million to cost of product sales of which $3.7 million related to recording certain equipment at its fair value. At the end of the second quarter of fiscal 2012, the Company decided to cease manufacturing, marketing and selling its Adiana system, which was a product line within the Company’s GYN Surgical reporting segment, determining that the product was not financially viable and would not become so in the foreseeable future. As a result, in fiscal 2012, the Company recorded charges of $19.5 million of which $6.5 million was recorded within cost of product sales to write down certain manufacturing equipment and equipment placed at customer sites to its fair value that had no further utility. There were no significant impairment charges related to property and equipment in fiscal 2011. | |||||||||||||||||||||
Business Combinations and Acquisition of Intangible Assets | ' | ||||||||||||||||||||
Business Combinations and Acquisition of Intangible Assets | |||||||||||||||||||||
The Company records tangible and intangible assets acquired in business combinations under the purchase method of accounting. The Company accounts for acquisitions in accordance with ASC 805, Business Combinations (ASC 805). Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. The Company allocates the purchase price in excess of the fair value of the net tangible assets acquired to identifiable intangible assets, including purchased research and development, based on detailed valuations that use certain information and assumptions provided by management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. The use of alternative valuation assumptions, including estimated cash flows and discount rates, and alternative useful life assumptions could result in different purchase price allocations and intangible asset amortization expense in current and future periods. | |||||||||||||||||||||
The valuation of purchased in-process research and development (“IPR&D”) as part of a business combination represents the estimated fair value at the dates of acquisition related to in-process projects. The Company’s IPR&D represents the value of in-process projects that have not yet reached technological feasibility and have no alternative future uses as of the date of acquisition. As required by ASC 805, the Company capitalizes the value attributable to these in-process projects at the time of the acquisition. Subsequent to acquisition, IPR&D assets are evaluated as an indefinite-lived intangible asset, consistent with the accounting treatment of goodwill. No additional amounts are capitalized and once the project is completed the asset is amortized over its estimated useful life. If the projects are not successful or completed in a timely manner, the Company may not realize the financial benefits expected for these projects or for the acquisitions as a whole and impairments may result. | |||||||||||||||||||||
The Company uses the income approach to determine the fair value of its developed technology and IPR&D acquired in a business combination. This approach determines fair value by estimating the after-tax cash flows attributable to the respective asset over its useful life and then discounting these after-tax cash flows back to a present value. The Company bases its revenue assumptions on estimates of relevant market sizes, expected market growth rates, expected trends in technology and expected product introductions by competitors. Developed technology represents patented and unpatented technology and know-how. Regarding the value of the in-process projects, the Company considers, among other factors, the in-process projects’ stage of completion, the complexity of the work completed as of the acquisition date, the costs already incurred, the projected costs to complete, the contribution of core technologies and other acquired assets, the expected introduction date and the estimated useful life of the technology. The Company bases the discount rate used to arrive at a present value as of the date of acquisition on the time value of money and medical technology investment risk factors. The Company believes that the estimated developed technology and IPR&D amounts represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets. | |||||||||||||||||||||
The Company also uses the income approach, as described above, to determine the estimated fair value of certain other identifiable intangible assets including customer relationships, trade names and business licenses. Customer relationships represent established relationships with customers, which provide a ready channel for the sale of additional products and services. Trade names represent acquired company and product names. | |||||||||||||||||||||
Intangible Assets and Goodwill | ' | ||||||||||||||||||||
Intangible Assets and Goodwill | |||||||||||||||||||||
Intangible Assets | |||||||||||||||||||||
Intangible assets are initially recorded at fair value and stated net of accumulated amortization and impairments. The Company amortizes its intangible assets that have finite lives using either the straight-line method, or if reliably determinable, based on the pattern in which the economic benefit of the asset is expected to be utilized. Amortization is recorded over the estimated useful lives ranging from 2 to 30 years. The Company evaluates the realizability of its definite lived intangible assets whenever events or changes in circumstances or business conditions indicate that the carrying value of these assets may not be recoverable based on expectations of future undiscounted cash flows for each asset group. If the carrying value of an asset or asset group exceeds its undiscounted cash flows, the Company estimates the fair value of the assets, generally utilizing a discounted cash flow analysis based on the present value of estimated future cash flows to be generated by the assets using a risk-adjusted discount rate. To estimate the fair value of the assets, the Company uses market participant assumptions pursuant to ASC 820, Fair Value Measurements. | |||||||||||||||||||||
Indefinite lived intangible assets, such as IPR&D assets, are required to be tested for impairment annually, or more frequently if indicators of impairment are present. The Company’s annual impairment test date is as of the first day of its fourth quarter. The Company tested its IPR&D assets utilizing the DCF model and determined they were not impaired. | |||||||||||||||||||||
During the fourth quarter of fiscal 2013, as a result of the Company’s conclusion that its Molecular Diagnostics reporting unit was impaired (as discussed below), the Company performed an impairment test of this reporting unit’s long-lived assets as of the first day of the fourth quarter. The impairment evaluation was based on expectations of future undiscounted cash flows compared to the carrying value of the long-lived assets. The Company’s cash flow estimates were based upon future projected net cash flows derived from the Company-wide annual planning process, which were used for the annual goodwill impairment test discussed below. Based on this analysis, the Molecular Diagnostics long-lived assets were deemed to not be impaired. The Company believes its procedures for estimating future cash flows were reasonable and consistent with market conditions at the time of estimation. | |||||||||||||||||||||
During the third quarter of fiscal 2013, the Company determined that a certain developed technology asset was impaired and recorded a $1.7 million charge to cost of product sales to record the asset at its estimated fair value. | |||||||||||||||||||||
During the fourth quarter of fiscal 2012 in connection with the company-wide annual budgeting and strategic planning process, the Company determined that indicators of impairment existed in its MammoSite reporting unit, which is included in the Breast Health reportable segment. The impairment indicators were due to a reduction in the Company’s revenue projections and long-term growth rates as a result of the continuing deterioration of the brachytherapy market and competition from existing technologies. The Company’s cash flow estimates were based upon future projected net cash flows derived from the company-wide annual planning process. The analysis indicated that MammoSite’s long-lived assets were recoverable based on the undiscounted cash flows over the remaining life of the predominant long-lived asset. The Company believes that its procedures for estimating future cash flows were reasonable and consistent with market conditions at the measurement date. | |||||||||||||||||||||
During the fourth quarter of fiscal 2012, the Company acquired certain in-process research and development assets that were not part of a business acquisition. Since these assets had no alternative future use, the Company recorded in-process research and development charges of $4.5 million in fiscal 2012. | |||||||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||||||
September 28, 2013 | September 29, 2012 | ||||||||||||||||||||
Description | Gross | Accumulated | Gross | Accumulated | |||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||
Value | Value | ||||||||||||||||||||
Developed technology | $ | 4,008,947 | $ | 1,094,435 | $ | 3,784,689 | $ | 788,274 | |||||||||||||
In-process research and development | 24,000 | — | 227,000 | — | |||||||||||||||||
Customer relationships and contracts | 1,101,870 | 296,481 | 1,097,842 | 205,612 | |||||||||||||||||
Trade names | 238,103 | 81,844 | 240,092 | 60,318 | |||||||||||||||||
Patents | 13,026 | 8,495 | 11,417 | 7,906 | |||||||||||||||||
Business licenses | 2,647 | 616 | 2,577 | 344 | |||||||||||||||||
Non-compete agreements | 296 | 296 | 310 | 223 | |||||||||||||||||
$ | 5,388,889 | $ | 1,482,167 | $ | 5,363,927 | $ | 1,062,677 | ||||||||||||||
In fiscal 2012, as a result of its acquisition of Gen-Probe, the Company recorded $1.57 billion of developed technology assets and $227.0 million of IPR&D assets related to six projects. In fiscal 2013, management revised its valuation analysis for a correction of projected revenues expected from certain of the development projects which increased the value of the developed technology assets to $1.7 billion and reduced the IPR&D assets to $117.0 million. The Company recorded this adjustment in fiscal 2013 and determined it was immaterial to its financial statements. | |||||||||||||||||||||
Subsequent to the acquisition and through September 2013, the Company has received FDA approval for three projects with an aggregate value of $93.0 million. Amortization of these assets begins once FDA approval is received. The other projects are expected to be completed over the next four years with a total cost of approximately $49.0 million to complete such projects. Given the uncertainties inherent with product development and commercial introduction, there can be no assurance that any of the Company’s product development efforts will be successful, completed on a timely basis or within budget, if at all. | |||||||||||||||||||||
During 2012, the in-process research and development project from the Healthcome acquisition was completed and transferred to developed technology. | |||||||||||||||||||||
Amortization expense related to developed technology and patents is classified as a component of cost of product sales—amortization of intangible assets in the Consolidated Statements of Operations. Amortization expense related to customer relationships and contracts, trade names, business licenses and non-competes is classified as a component of amortization of intangible assets in the Consolidated Statements of Operations. | |||||||||||||||||||||
The estimated amortization expense at September 28, 2013 for each of the five succeeding fiscal years is as follows: | |||||||||||||||||||||
Fiscal 2014 | $ | 417,053 | |||||||||||||||||||
Fiscal 2015 | 402,177 | ||||||||||||||||||||
Fiscal 2016 | 388,370 | ||||||||||||||||||||
Fiscal 2017 | 379,260 | ||||||||||||||||||||
Fiscal 2018 | 368,505 | ||||||||||||||||||||
Goodwill | |||||||||||||||||||||
In accordance with ASC 350, Intangibles—Goodwill and Other (ASC 350), the Company tests goodwill at the reporting unit level for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Events that could indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate, operational performance of the business or key personnel, and an adverse action or assessment by a regulator. | |||||||||||||||||||||
In performing the impairment test, the Company utilizes the two-step approach prescribed under ASC 350. The first step requires a comparison of the carrying value of each reporting unit to its estimated fair value. To estimate the fair value of its reporting units for Step 1, the Company primarily utilizes the income approach. The income approach is based on a discounted cash flow analysis (“DCF”) and calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. Assumptions used in the DCF require significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows are based on the Company’s most recent budget and for years beyond the budget, the Company’s estimates are based on assumed growth rates. The Company believes its assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in the DCF are based on estimates of the weighted-average cost of capital (“WACC”) of market participants relative to each respective reporting unit. The market approach considers comparable market data based on multiples of revenue or earnings before interest, taxes, depreciation and amortization (“EBITDA”) and is primarily used as a corroborative analysis to the results of the DCF. The Company believes its assumptions used to determine the fair value of its respective reporting units are reasonable. If different assumptions were used, particularly with respect to forecasted cash flows, terminal values, WACCs, or market multiples, different estimates of fair value may result and there could be the potential that an impairment charge could result. Actual operating results and the related cash flows of the reporting units could differ from the estimated operating results and related cash flows. | |||||||||||||||||||||
If the carrying value of a reporting unit exceeds its estimated fair value, the Company is required to perform the second step of the goodwill impairment test to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of goodwill is derived by performing a hypothetical purchase price allocation for each reporting unit as of the measurement date and allocating the reporting unit’s estimated fair value to its assets and liabilities. The residual amount from performing this allocation represents the implied fair value of goodwill. To the extent this amount is below the carrying value of goodwill, an impairment charge is recorded. | |||||||||||||||||||||
The Company conducted its fiscal 2013 annual impairment test on the first day of the fourth quarter, and as noted above used DCF and market approaches to estimate the fair value of its reporting units as of June 30, 2013, and ultimately used the fair value determined by the DCF in making its impairment test conclusions. The Company believes it used reasonable estimates and assumptions about future revenue, cost projections, cash flows, market multiples and discount rates as of the measurement date. As a result of completing Step 1, all of the Company’s reporting units, except for its Molecular Diagnostics reporting unit, which is within the Company’s Diagnostics segment, had fair values exceeding their carrying values, and as such, Step 2 of the impairment test was not required for those reporting units. For illustrative purposes, had the fair value of each of the reporting units that passed Step 1 been lower by 10%, all of the remaining reporting units would have still passed Step 1 of the goodwill impairment test. Since, the fair value of the reporting units was determined by use of the DCF, and the key assumptions that drive the fair value in this model are the WACC, terminal values, growth rates, and the amount and timing of expected future cash flows, significant judgment is applied in determining fair value. If the current economic environment were to deteriorate, this would likely result in a higher WACC because market participants would require a higher rate of return. In the DCF as the WACC increases, the fair value decreases. The other significant factor in the DCF is the Company’s projected financial information (i.e., amount and timing of expected future cash flows and growth rates) and if these assumptions were to be adversely impacted; this could result in a reduction of the fair values of these reporting units. | |||||||||||||||||||||
In connection with its company-wide annual budgeting and strategic planning process performed in the fourth quarter of fiscal 2013, the Company performed a full re-evaluation of its existing product development efforts and cost structure. As a result, the Company reduced its short term and long term revenue forecasts and determined that indicators of impairment existed in its Molecular Diagnostics reporting unit. The Molecular Diagnostics reporting unit is primarily comprised of the Company’s Aptima business acquired in the Gen-Probe acquisition and the molecular diagnostics business acquired in the Third Wave acquisition. The updated forecast, which reflects recent pricing pressures, is now lower, and the current projections for revenue and profitability are lower than those expected at the time of the Gen-Probe acquisition. As a result, the fair value of this reporting unit was below its carrying value. The Company performed Step 2 of the impairment test, consistent with the procedures described above, and recorded a goodwill impairment charge of $1.1 billion. The basis of fair value for Molecular Diagnostics assumed the reporting unit would be purchased or sold in a taxable transaction, and the discount rate of 10% applied to the after-tax cash flows was relatively consistent with that used in the Company’s purchase accounting for the Gen-Probe acquisition. For illustrative purposes, had the fair value of Molecular Diagnostics been lower by 10%, the Company would have recorded an additional impairment charge of $195.4 million. | |||||||||||||||||||||
At September 28, 2013, the Company believes that its other reporting units, with goodwill aggregating $2.5 billion were not at risk of failing Step 1 of the goodwill impairment test based on the current forecasts. | |||||||||||||||||||||
The Company conducted its fiscal 2012 annual impairment test on the first day of the fourth quarter. The Company utilized DCF and market approaches to estimate the fair value of its reporting units as of June 24, 2012, and ultimately used the fair value determined by the DCF in making its impairment test conclusions. The Company believes it used reasonable estimates and assumptions about future revenue, cost projections, cash flows, market multiples and discount rates as of the measurement date. As a result of completing Step 1, all of the Company’s reporting units, except MammoSite, which is within the Company’s Breast Health segment, had fair values exceeding their carrying values, and as such, Step 2 of the impairment test was not required. MammoSite’s fair value declined from fiscal 2011 primarily due to a reduction in the Company’s revenue projections and long-term growth rates. The changes in MammoSite’s financial projections were a result of the continuing deterioration of the brachytherapy market, and competition from existing technologies. The Company performed the Step 2 analysis for MammoSite, consistent with the procedures described above, and recorded a $5.8 million goodwill impairment charge, resulting in no remaining goodwill for this reporting unit. For the Company’s other reporting units, if their respective fair values had been lower by 10%, each reporting unit would have still passed Step 1 of the goodwill impairment test. | |||||||||||||||||||||
The Company previously had ongoing litigation with Conceptus regarding potential patent infringement of a Conceptus patent by the Company’s Adiana system. In the first quarter of fiscal 2012, the jury returned a verdict in favor of Conceptus and awarded Conceptus $18.8 million in damages. Post-trial motions were filed, and Conceptus sought to enjoin the Company from further sales of the Adiana system. At the time, the Company was appealing the jury verdict. The jury verdict in the first quarter of fiscal 2012 and related subsequent litigation status was an indicator of impairment for the Company’s GYN Surgical reporting unit, and a reduction in the anticipated future cash flows of the GYN Surgical reporting unit could result in a material impairment charge. Accordingly, the Company performed an interim goodwill impairment analysis of the GYN Surgical reporting unit as of December 24, 2011, updating its cash flow projections and related assumptions from its fiscal 2011 annual impairment test, including the WACC, under various potential scenarios. The Company applied the weighted average probability approach to these scenarios to estimate the fair value of the GYN Surgical reporting unit. As a result of completing Step 1, GYN Surgical’s fair value exceeded its carrying value. Therefore, Step 2 of the impairment test was not required as of December 24, 2011. The Company believes it used reasonable estimates and assumptions about future revenue, cost projections, cash flows, probabilities of cash flow scenarios, and market multiples as of that measurement date. | |||||||||||||||||||||
In connection with the Company’s decision to discontinue the Adiana product line in the second quarter of fiscal 2012 and the Company’s updated lower forecast for the GYN Surgical reporting unit, the Company concluded that potential goodwill impairment indicators existed as of March 24, 2012. As such, the Company performed another interim goodwill impairment test of the GYN Surgical reporting unit as of March 24, 2012, updating its cash flow projections and related assumptions from the analysis performed as of December 24, 2011. As a result of completing Step 1, GYN Surgical’s fair value exceeded its carrying value. Therefore, Step 2 of the impairment test was not required as of March 24, 2012. The Company believes it used reasonable estimates and assumptions about future revenue, cost projections, cash flows, probabilities of cash flow scenarios, and market multiples as of that measurement date. | |||||||||||||||||||||
The Company conducted its fiscal 2011 annual impairment test on the first day of the fourth quarter, and as noted above used DCF and market approaches to estimate the fair value of its reporting units as of June 26, 2011, and ultimately used the fair value determined by the DCF in making its impairment test conclusions. The Company believes it used reasonable estimates and assumptions about future revenue, cost projections, cash flows and market multiples as of the measurement date. As a result of completing Step 1, all of the Company’s reporting units had fair values exceeding their carrying values, and as such, Step 2 of the impairment test was not required. For illustrative purposes, had the fair value of each reporting unit been lower by 10%, each reporting unit would have still passed Step 1 of the goodwill impairment test. | |||||||||||||||||||||
The Company believes that the procedures performed and the estimates and assumptions used in the Step 1 and Step 2 analyses for each reporting unit are reasonable and in accordance with U.S. generally accepted accounting principles. The estimate of fair value requires significant judgment. The impairment testing process is subjective and requires judgment at many points throughout the analysis. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for these assets not previously recorded. | |||||||||||||||||||||
A rollforward of goodwill activity by reportable segment from September 29, 2012 to September 28, 2013 is as follows: | |||||||||||||||||||||
Breast Health | Diagnostics | GYN Surgical | Skeletal Health | Total | |||||||||||||||||
Balance at September 29, 2012 | $ | 635,741 | $ | 2,283,447 | $ | 1,015,466 | $ | 8,125 | $ | 3,942,779 | |||||||||||
Impairment charge | — | (1,117,369 | ) | — | — | (1,117,369 | ) | ||||||||||||||
Disposition of portion of a reporting unit | — | (1,257 | ) | — | — | (1,257 | ) | ||||||||||||||
Gen-Probe acquisition adjustments | — | 4,226 | — | — | 4,226 | ||||||||||||||||
Gen-Probe valuation revision adjustment | — | (15,750 | ) | — | — | (15,750 | ) | ||||||||||||||
Chindex acquisition | 1,798 | — | — | — | 1,798 | ||||||||||||||||
SenoRx acquisition | 692 | — | — | — | 692 | ||||||||||||||||
Tax adjustments | — | (868 | ) | 12 | — | (856 | ) | ||||||||||||||
Foreign currency | (1,866 | ) | 1,125 | 978 | 28 | 265 | |||||||||||||||
Balance at September 28, 2013 | $ | 636,365 | $ | 1,153,554 | $ | 1,016,456 | $ | 8,153 | $ | 2,814,528 | |||||||||||
A rollforward of accumulated goodwill impairment losses by reportable segment from September 29, 2012 to September 28, 2013 is as follows: | |||||||||||||||||||||
Breast Health | Diagnostics | GYN Surgical | Total | ||||||||||||||||||
Balance at September 29, 2012 | $ | 348,419 | $ | 908,349 | $ | 1,165,804 | $ | 2,422,572 | |||||||||||||
Impairment charge | — | 1,117,369 | — | 1,117,369 | |||||||||||||||||
Balance at September 28, 2013 | $ | 348,419 | $ | 2,025,718 | $ | 1,165,804 | $ | 3,539,941 | |||||||||||||
Other Assets | ' | ||||||||||||||||||||
Other Assets | |||||||||||||||||||||
Other assets consist of the following: | |||||||||||||||||||||
September 28, | September 29, | ||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Other Assets | |||||||||||||||||||||
Deferred financing costs | $ | 60,620 | $ | 82,760 | |||||||||||||||||
Life insurance contracts | 33,864 | 25,978 | |||||||||||||||||||
Mutual funds | 6,861 | 6,995 | |||||||||||||||||||
Marketable security | 18,087 | 6,029 | |||||||||||||||||||
Manufacturing access fees | 15,971 | 18,323 | |||||||||||||||||||
Cost-method equity investments | 12,558 | 15,976 | |||||||||||||||||||
Other | 15,941 | 6,006 | |||||||||||||||||||
$ | 163,902 | $ | 162,067 | ||||||||||||||||||
Deferred financing costs are related to the Company’s convertible notes, Credit Agreement and Senior Notes (see Note 5 for further discussion). The Company amortizes amounts related to each debt issuance using the effective interest rate method over the period of earliest redemption or the term of such debt. Life insurance contracts were purchased in connection with the Company’s Nonqualified Deferred Compensation Plan (“DCP”) and are recorded at their cash surrender value (see Note 11 for further discussion). The marketable security represents a publicly traded equity security, and the mutual funds are the underlying investments related to the deferred compensation liabilities the Company assumed in connection with the Gen-Probe acquisition. The manufacturing access fees are related to a manufacturing supply and purchase agreement for our HPV products acquired in the Gen-Probe acquisition, and these fees are being amortized over the term of the agreement. | |||||||||||||||||||||
The Company’s cost-method equity investments are generally carried at cost as the Company owns less than 20% of the voting equity and does not have the ability to exercise significant influence over these companies. The Company regularly evaluates the carrying value of its cost-method equity investments for impairment and whether any events or circumstances are identified that would significantly harm the fair value of the investment. The primary indicators the Company utilizes to identify these events and circumstances are the investee’s ability to remain in business, such as the investee’s liquidity and rate of cash use, and the investee’s ability to secure additional funding and the value of that additional funding. In the event a decline in fair value is judged to be other-than-temporary, the Company will record an other-than-temporary impairment charge in other income (expense), net in the Consolidated Statements of Operations. During fiscal 2013 and 2011, the Company recorded other-than-temporary impairment charges of $6.4 million and $2.4 million, respectively, related to certain of its cost-method equity investments to adjust their carrying amounts to fair value. No such charges were recorded in fiscal 2012. In the third quarter of fiscal 2013, the Company sold one of its investments and recorded a gain of $2.0 million. | |||||||||||||||||||||
Research and Software Development Costs | ' | ||||||||||||||||||||
Research and Software Development Costs | |||||||||||||||||||||
Costs incurred for the research and development of the Company’s products are expensed as incurred. Nonrefundable advance payments for goods or services to be received in the future by the Company for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. If the Company’s expectations change such that it does not expect it will need the goods to be delivered or the services to be rendered, capitalized nonrefundable advance payments are recorded to expense in that period. | |||||||||||||||||||||
The Company accounts for the development costs of software embedded in the Company’s products in accordance with ASC 985, Software. Costs incurred in the research, design and development of software embedded in products to be sold to customers are charged to expense until technological feasibility of the ultimate product to be sold is established. The Company’s policy is that technological feasibility is achieved when a working model, with the key features and functions of the product, is available for customer testing. Software development costs incurred after the establishment of technological feasibility and until the product is available for general release are capitalized, provided recoverability is reasonably assured. Software development costs eligible for capitalization have not been significant to date. | |||||||||||||||||||||
Foreign Currency Translation | ' | ||||||||||||||||||||
Foreign Currency Translation | |||||||||||||||||||||
The financial statements of the Company’s foreign subsidiaries are translated in accordance with ASC 830, Foreign Currency Matters. The reporting currency for the Company is the U.S. dollar. With the exception of its Costa Rica subsidiary, whose functional currency is the U.S. dollar, the functional currency of the Company’s foreign subsidiaries is their local currency. Accordingly, assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each balance sheet date. Before translation, the Company re-measures foreign currency denominated assets and liabilities, including inter-company accounts receivable and payable, into the functional currency of the respective entity, resulting in unrealized gains or losses recorded in other income (expense), net in the Consolidated Statement of Operations. Revenues and expenses are translated using average exchange rates during the respective period. Foreign currency translation adjustments are accumulated as a component of other comprehensive income (loss) as a separate component of stockholders’ equity. Gains and losses arising from transactions denominated in foreign currencies are included in other income (expense), net in the Consolidated Statements of Operations and to date have not been material. | |||||||||||||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||||||||||||
Accumulated Other Comprehensive Income | |||||||||||||||||||||
Other comprehensive income (loss) includes certain transactions that have generally been reported in the statement of stockholders’ equity. The components of accumulated other comprehensive income consisted of the following: | |||||||||||||||||||||
September 28, | September 29, | ||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Foreign currency translation adjustment | $ | 8,584 | $ | 7,211 | |||||||||||||||||
Unrealized gains on available-for-sale securities | 12,156 | 62 | |||||||||||||||||||
Minimum pension liability, net of tax of $150 and $207, respectively | (349 | ) | (483 | ) | |||||||||||||||||
$ | 20,391 | $ | 6,790 | ||||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||
The Company generates revenue from the sale of its products, primarily medical imaging systems and diagnostic and surgical disposable products, and related services, which are primarily support and maintenance services on its medical imaging systems. | |||||||||||||||||||||
The Company recognizes product revenue upon shipment provided that there is persuasive evidence of an arrangement, there are no uncertainties regarding acceptance, the sales price is fixed or determinable, no right of return exists and collection of the resulting receivable is reasonably assured. Generally, the Company’s product arrangements for capital equipment sales, primarily in its Breast Health and Skeletal Health reporting segments, are multiple-element arrangements, including services, such as installation and training, and multiple products. Based on the terms and conditions of the product arrangements, the Company believes that these services and undelivered products can be accounted for separately from the delivered product element as the Company’s delivered products have value to its customers on a stand-alone basis. Accordingly, revenue for services not yet performed at the time of product shipment are deferred and recognized as such services are performed. The relative selling price of any undelivered products is also deferred at the time of shipment and recognized as revenue when these products are delivered. There is no customer right of return in the Company’s sales agreements. | |||||||||||||||||||||
Service revenues primarily consist of amounts recorded under service and maintenance contracts and repairs not covered under warranty, installation and training, and shipping and handling costs billed to customers. Service and maintenance contract revenues are recognized ratably over the term of the contract. Other service revenues are recognized as the services are performed. | |||||||||||||||||||||
For revenue arrangements with multiple deliverables, the Company records revenue as separate units of accounting if the delivered items have value to the customer on a stand-alone basis, and if the arrangement includes a general right of return relative to the delivered items, the delivery or performance of the undelivered items is considered probable and substantially within the Company’s control. Some of the Company’s products have both software and non-software components that function together to deliver the product’s essential functionality. The Company determined that except for its computer-aided detection (“CAD”) products and C-View product, the software element in its other products is incidental in accordance with the software revenue recognition rules and are not within the scope of the software revenue recognition rules, ASC 985-605, Software—Revenue Recognition. The Company determined that given the significance of the software component’s functionality to its CAD and C-View systems, which are sold by its Breast Health segment, these products are within the scope of the software revenue recognition rules. The Company evaluated the appropriate revenue recognition treatment of its other hardware products, including its Dimensions digital mammography systems, which have both software and non-software components that function together to deliver the products’ essential functionality (i.e., it is a tangible product), and determined they are not within the scope of ASC 985-605. | |||||||||||||||||||||
The Company is required to allocate revenue to its multiple element arrangements based on the relative fair value of each element’s selling price. The Company typically determines the selling price of its products based on its best estimate of selling prices (“ESP”) and services based on vendor-specific objective evidence of selling price (“VSOE”). The Company determines VSOE based on its normal pricing and discounting practices for the specific product or service when sold on a stand-alone basis. In determining VSOE, the Company’s policy requires a substantial majority of selling prices for a product or service to be within a reasonably narrow range. The Company also considers the class of customer, method of distribution, and the geographies into which its products and services are sold when determining VSOE. If VSOE cannot be established, which may occur in instances when a product or service has not been sold separately, stand-alone sales are too infrequent, or product pricing is not within a narrow range, the Company attempts to establish the selling price based on third-party evidence of selling price (“TPE”). TPE is determined based on competitor prices for similar deliverables when sold separately. When the Company cannot determine VSOE or TPE, it uses ESP in its allocation of arrangement consideration. The objective of ESP is to determine the price at which the Company would typically transact a stand-alone sale of the product or service. ESP is determined by considering a number of factors including Company pricing policies, internal costs and gross margin objectives, method of distribution, information gathered from experience in customer negotiations, market research and information, recent technological trends, competitive landscape and geographies. | |||||||||||||||||||||
For those arrangements accounted for under the software revenue recognition rules, ASC 985-605 generally requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on their relative VSOE of fair value. If VSOE does not exist for a delivered element, the residual method is applied in which the arrangement consideration is allocated to the undelivered elements based on their VSOE with the remaining consideration recognized as revenue for the delivered elements. For multiple-element software arrangements where VSOE of fair value of Post-Contract Customer Support (“PCS”) has been established, the Company recognizes revenue using the residual method at the time all other revenue recognition criteria have been met. | |||||||||||||||||||||
As part of the Diagnostics segment and as a result of the Gen-Probe acquisition, the Company manufactures blood screening products according to demand schedules provided by its collaboration partner, Novartis Vaccines and Diagnostics, Inc. (“Novartis”). The Company’s agreement provides that it shares a portion of Novartis’s revenue from screening blood donations. Upon shipment to Novartis, the Company recognizes blood screening product sales at an agreed upon fixed transfer price, which is not refundable, and records the related cost of products sold. Based on the terms of the Company’s collaboration agreement with Novartis, the Company’s ultimate share of the net revenue from sales to the end user in excess of the transfer price revenues recognized is not known until it is reported to the Company by Novartis. On a monthly basis, Novartis reports net revenue generated during the prior month and remits an additional corresponding net payment to the Company, which is recorded as revenue at that time. This payment combined with the transfer price revenues previously recognized represents the Company’s ultimate share of net revenue under the agreement. | |||||||||||||||||||||
The Company sells its instruments to Novartis for use in blood screening and records these instrument sales upon delivery since Novartis is responsible for the placement, maintenance and repair of the units with its customers. The Company also sells instruments to its clinical diagnostics customers and records sales of these instruments upon delivery and customer acceptance. For certain customers with non-standard payment terms, instrument sales are recorded based upon expected cash collection. Prior to delivery, each instrument is tested to meet the Company’s specifications and the specifications of the United States Food and Drug Administration (“FDA”), and is shipped fully assembled. Customer acceptance of the Company’s clinical diagnostic instrument systems requires installation and training by the Company’s technical service personnel. Installation is a standard process consisting principally of uncrating, calibrating and testing the instrumentation. | |||||||||||||||||||||
Within its Diagnostics business, and to a lesser extent, its GYN Surgical business, the Company provides its instrumentation (for example, the ThinPrep Processor, ThinPrep Imaging System, and the Panther and Tigris systems) and certain other hardware to customers without requiring them to purchase the equipment or enter into a lease. The Company installs the instrumentation or equipment at the customer’s site and recovers the cost of providing the instrumentation or equipment in the amount it charges for its diagnostic tests, assays and other disposables. Customers enter into a customer usage agreement and typically commit to purchasing minimum quantities of disposable products at a stated price over a defined contract term, which is typically between three and five years. Revenue is recognized over the term of the customer usage agreement as tests, assays and other disposable products are shipped, either origin or destination. The depreciation costs associated with the instruments and equipment are charged to cost of product sales on a straight-line basis over the estimated life of the instrument or equipment. The costs to maintain instruments and equipment in the field are charged to cost of product sales as incurred. | |||||||||||||||||||||
Accounts Receivable and Reserves | ' | ||||||||||||||||||||
Accounts Receivable and Reserves | |||||||||||||||||||||
The Company records reserves for doubtful accounts based upon a specific review of all outstanding invoices, known collection issues and historical experience. The Company regularly evaluates the collectability of its trade accounts receivables and performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and its assessment of the customer’s current credit worthiness. | |||||||||||||||||||||
Accounts receivable reserve activity for fiscal 2013, 2012 and 2011 is as follows: | |||||||||||||||||||||
Balance at | Charged to | Write- | Balance at | ||||||||||||||||||
Beginning | Costs and | offs and | End of | ||||||||||||||||||
of Period | Expenses | Payments | Period | ||||||||||||||||||
Period Ended: | |||||||||||||||||||||
September 28, 2013 | $ | 6,396 | $ | 4,296 | $ | (1,894 | ) | $ | 8,798 | ||||||||||||
September 29, 2012 | $ | 6,516 | $ | 3,270 | $ | (3,390 | ) | $ | 6,396 | ||||||||||||
September 24, 2011 | $ | 7,769 | $ | 1,614 | $ | (2,867 | ) | $ | 6,516 | ||||||||||||
Cost of Service and Other Revenues | ' | ||||||||||||||||||||
Cost of Service and Other Revenues | |||||||||||||||||||||
Cost of service and other revenues primarily represents payroll and related costs associated with the Company’s professional services’ employees, consultants, infrastructure costs and overhead allocations, including depreciation and rent and materials consumed in providing the service. | |||||||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||
The Company accounts for share-based payments in accordance with ASC 718, Stock Compensation (ASC 718). As such, all share-based payments to employees, including grants of stock options and restricted stock units and shares issued under the Company’s employee stock purchase plan, are recognized in the Consolidated Statements of Operations based on their fair values on the date of grant. | |||||||||||||||||||||
Net Income (Loss) Per Share | ' | ||||||||||||||||||||
Net Income (Loss) Per Share | |||||||||||||||||||||
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares and the dilutive effect of potential future issuances of common stock from outstanding stock options, restricted stock units and convertible debt determined by applying the treasury stock method. In accordance with ASC 718, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of in-the-money stock options and restricted stock units. This results in the assumed buyback of additional shares, thereby reducing the dilutive impact of stock options. | |||||||||||||||||||||
The Company applies the provisions of ASC 260, Earnings Per Share, Subsection 10-45-44, to determine the diluted weighted average shares outstanding as it relates to its convertible notes, and due to the type of debt instrument issued and its accounting policy, the Company applies the treasury stock method and not the if-converted method. The dilutive impact of the Company’s convertible notes is based on the difference between the Company’s current period average stock price and the conversion price of the convertible notes, provided there is a premium. Pursuant to this accounting standard, there is no dilution from the accreted principal of the convertible notes. | |||||||||||||||||||||
A reconciliation of basic and diluted share amounts for fiscal 2013, 2012, and 2011 is as follows: | |||||||||||||||||||||
September 28, | September 29, | September 24, | |||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Basic weighted average common shares outstanding | 268,704 | 264,041 | 261,099 | ||||||||||||||||||
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock units | — | — | 3,206 | ||||||||||||||||||
Diluted weighted average common shares outstanding | 268,704 | 264,041 | 264,305 | ||||||||||||||||||
Weighted-average anti-dilutive shares related to: | |||||||||||||||||||||
Outstanding stock options | 8,445 | 10,491 | 7,747 | ||||||||||||||||||
Restricted stock units | 1,109 | 1,378 | — | ||||||||||||||||||
In those reporting periods in which the Company has reported net income, anti-dilutive shares generally are comprised of those stock options that either have an exercise price above the average stock price for the period or the stock options’ combined exercise price, average unrecognized stock compensation expense and assumed tax benefits upon exercise is greater than the average stock price for the period. In those reporting periods in which the Company has a net loss, anti-dilutive shares are comprised of the impact of those number of shares that would have been dilutive had the Company had net income plus the number of common stock equivalents that would be anti-dilutive had the company had net income. | |||||||||||||||||||||
Product Warranties | ' | ||||||||||||||||||||
Product Warranties | |||||||||||||||||||||
The Company generally offers a one-year warranty for its products. The Company provides for the estimated cost of product warranties at the time product revenue is recognized. Factors that affect the Company’s warranty reserves include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. | |||||||||||||||||||||
Product warranty activity for fiscal 2013 and 2012 is as follows: | |||||||||||||||||||||
Balance at | Provisions | Acquired | Settlements/ | Balance at End | |||||||||||||||||
Beginning of | Adjustments | of Period | |||||||||||||||||||
Period | |||||||||||||||||||||
Period ended: | |||||||||||||||||||||
September 28, 2013 | $ | 6,179 | $ | 12,827 | $ | — | $ | (9,748 | ) | $ | 9,258 | ||||||||||
September 29, 2012 | $ | 4,448 | $ | 9,535 | $ | 230 | $ | (8,034 | ) | $ | 6,179 | ||||||||||
Advertising Costs | ' | ||||||||||||||||||||
Advertising Costs | |||||||||||||||||||||
Advertising costs are charged to operations as incurred. The Company does not have any direct-response advertising. Advertising costs, which include trade shows and conventions, were approximately $14.1 million, $29.8 million and $29.0 million for fiscal 2013, 2012 and 2011, respectively, and were included in selling and marketing expense in the Consolidated Statements of Operations. | |||||||||||||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exist. ASU 2013-11 amends the presentation requirements of ASC 740, Income Taxes, and requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. To the extent the tax benefit is not available at the reporting date under the governing tax law or if the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and not combined with deferred tax assets. The ASU is for annual periods, and interim periods within those years, beginning after December 15, 2013, which is fiscal 2015 for the Company. The amendments are to be applied to all unrecognized tax benefits that exist as of the effective date and may be applied retrospectively to each prior reporting period presented. The Company is currently evaluating the impact of the adoption of ASU 2013-11 on its consolidated financial statements. | |||||||||||||||||||||
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. Under ASU 2013-02, an entity is required to provide information about the amounts reclassified out of Accumulated Other Comprehensive Income (AOCI) by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. The ASU is effective prospectively for reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 is not expected to have a significant impact on the Company’s results of operations or financial position. | |||||||||||||||||||||
In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 amended ASC 210, Balance Sheet, to converge the presentation of offsetting assets and liabilities between U.S. GAAP and IFRS. ASU 2011-11 requires that entities disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU 2011-11 is effective for fiscal years, and interim periods within those years, beginning after January 1, 2013, which is the Company’s fiscal year 2014. The Company is currently evaluating the impact of the adoption of ASU 2011-11 on its consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||
Summary of Marketable Securities | ' | ||||||||||||||||||||
The Company has one investment in a publicly traded security and the following reconciles its cost basis to its fair market value as of September 28, 2013 and September 29, 2012. There were no marketable securities at September 24, 2011. | |||||||||||||||||||||
Cost | Gross Unrealized | Gross Unrealized | Fair Value | ||||||||||||||||||
Gains | Losses | ||||||||||||||||||||
Equity security as of September 28, 2013 | $ | 5,931 | $ | 12,156 | $ | — | $ | 18,087 | |||||||||||||
Equity security as of September 29, 2012 | $ | 5,931 | $ | 98 | $ | — | $ | 6,029 | |||||||||||||
Supplemental Cash Flow Statement Information | ' | ||||||||||||||||||||
Supplemental Cash Flow Statement Information | |||||||||||||||||||||
Years ended | |||||||||||||||||||||
September 28, | September 29, | September 24, | |||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Cash paid during the period for income taxes | $ | 79,893 | $ | 166,565 | $ | 118,850 | |||||||||||||||
Cash paid during the period for interest | $ | 192,794 | $ | 55,045 | $ | 36,268 | |||||||||||||||
Non-Cash Investing Activities: | |||||||||||||||||||||
Fair value of stock options assumed in the Gen-Probe acquisition | $ | — | $ | 2,655 | $ | — | |||||||||||||||
Additional acquisition contingent consideration accrued | $ | — | $ | — | $ | 18,924 | |||||||||||||||
Non-Cash Financing Activities: | |||||||||||||||||||||
Fair value of contingent consideration at acquisition | $ | 525 | $ | — | $ | 86,600 | |||||||||||||||
Deferred payments for acquisitions | $ | — | $ | 1,655 | $ | 47,258 | |||||||||||||||
Schedule of Inventories | ' | ||||||||||||||||||||
Inventories consisted of the following: | |||||||||||||||||||||
September 28, | September 29, | ||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Raw materials | $ | 115,575 | $ | 134,983 | |||||||||||||||||
Work-in-process | 51,171 | 93,218 | |||||||||||||||||||
Finished goods | 122,617 | 138,990 | |||||||||||||||||||
$ | 289,363 | $ | 367,191 | ||||||||||||||||||
Estimated Useful Lives of Property and Equipments | ' | ||||||||||||||||||||
Property, plant and equipment are depreciated over the following estimated useful lives: | |||||||||||||||||||||
Asset Classification | Estimated Useful Life | ||||||||||||||||||||
Building and improvements | 35–40 years | ||||||||||||||||||||
Equipment and software | 3–10 years | ||||||||||||||||||||
Equipment under customer usage agreements | 3–8 years | ||||||||||||||||||||
Furniture and fixtures | 5–7 years | ||||||||||||||||||||
Leasehold improvements | Shorter of the Original Term of Lease | ||||||||||||||||||||
or Estimated Useful Life | |||||||||||||||||||||
Schedule of Intangible Assets | ' | ||||||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||||||
September 28, 2013 | September 29, 2012 | ||||||||||||||||||||
Description | Gross | Accumulated | Gross | Accumulated | |||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||
Value | Value | ||||||||||||||||||||
Developed technology | $ | 4,008,947 | $ | 1,094,435 | $ | 3,784,689 | $ | 788,274 | |||||||||||||
In-process research and development | 24,000 | — | 227,000 | — | |||||||||||||||||
Customer relationships and contracts | 1,101,870 | 296,481 | 1,097,842 | 205,612 | |||||||||||||||||
Trade names | 238,103 | 81,844 | 240,092 | 60,318 | |||||||||||||||||
Patents | 13,026 | 8,495 | 11,417 | 7,906 | |||||||||||||||||
Business licenses | 2,647 | 616 | 2,577 | 344 | |||||||||||||||||
Non-compete agreements | 296 | 296 | 310 | 223 | |||||||||||||||||
$ | 5,388,889 | $ | 1,482,167 | $ | 5,363,927 | $ | 1,062,677 | ||||||||||||||
Schedule of Estimated Amortization Expense | ' | ||||||||||||||||||||
The estimated amortization expense at September 28, 2013 for each of the five succeeding fiscal years is as follows: | |||||||||||||||||||||
Fiscal 2014 | $ | 417,053 | |||||||||||||||||||
Fiscal 2015 | 402,177 | ||||||||||||||||||||
Fiscal 2016 | 388,370 | ||||||||||||||||||||
Fiscal 2017 | 379,260 | ||||||||||||||||||||
Fiscal 2018 | 368,505 | ||||||||||||||||||||
Rollforward of Goodwill Activity by Reportable Segment | ' | ||||||||||||||||||||
A rollforward of goodwill activity by reportable segment from September 29, 2012 to September 28, 2013 is as follows: | |||||||||||||||||||||
Breast Health | Diagnostics | GYN Surgical | Skeletal Health | Total | |||||||||||||||||
Balance at September 29, 2012 | $ | 635,741 | $ | 2,283,447 | $ | 1,015,466 | $ | 8,125 | $ | 3,942,779 | |||||||||||
Impairment charge | — | (1,117,369 | ) | — | — | (1,117,369 | ) | ||||||||||||||
Disposition of portion of a reporting unit | — | (1,257 | ) | — | — | (1,257 | ) | ||||||||||||||
Gen-Probe acquisition adjustments | — | 4,226 | — | — | 4,226 | ||||||||||||||||
Gen-Probe valuation revision adjustment | — | (15,750 | ) | — | — | (15,750 | ) | ||||||||||||||
Chindex acquisition | 1,798 | — | — | — | 1,798 | ||||||||||||||||
SenoRx acquisition | 692 | — | — | — | 692 | ||||||||||||||||
Tax adjustments | — | (868 | ) | 12 | — | (856 | ) | ||||||||||||||
Foreign currency | (1,866 | ) | 1,125 | 978 | 28 | 265 | |||||||||||||||
Balance at September 28, 2013 | $ | 636,365 | $ | 1,153,554 | $ | 1,016,456 | $ | 8,153 | $ | 2,814,528 | |||||||||||
Rollforward of Accumulated Goodwill Impairment Losses by Reportable Segment | ' | ||||||||||||||||||||
A rollforward of accumulated goodwill impairment losses by reportable segment from September 29, 2012 to September 28, 2013 is as follows: | |||||||||||||||||||||
Breast Health | Diagnostics | GYN Surgical | Total | ||||||||||||||||||
Balance at September 29, 2012 | $ | 348,419 | $ | 908,349 | $ | 1,165,804 | $ | 2,422,572 | |||||||||||||
Impairment charge | — | 1,117,369 | — | 1,117,369 | |||||||||||||||||
Balance at September 28, 2013 | $ | 348,419 | $ | 2,025,718 | $ | 1,165,804 | $ | 3,539,941 | |||||||||||||
Schedule of Other Assets | ' | ||||||||||||||||||||
Other assets consist of the following: | |||||||||||||||||||||
September 28, | September 29, | ||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Other Assets | |||||||||||||||||||||
Deferred financing costs | $ | 60,620 | $ | 82,760 | |||||||||||||||||
Life insurance contracts | 33,864 | 25,978 | |||||||||||||||||||
Mutual funds | 6,861 | 6,995 | |||||||||||||||||||
Marketable security | 18,087 | 6,029 | |||||||||||||||||||
Manufacturing access fees | 15,971 | 18,323 | |||||||||||||||||||
Cost-method equity investments | 12,558 | 15,976 | |||||||||||||||||||
Other | 15,941 | 6,006 | |||||||||||||||||||
$ | 163,902 | $ | 162,067 | ||||||||||||||||||
Components of Accumulated Other Comprehensive Income | ' | ||||||||||||||||||||
The components of accumulated other comprehensive income consisted of the following: | |||||||||||||||||||||
September 28, | September 29, | ||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Foreign currency translation adjustment | $ | 8,584 | $ | 7,211 | |||||||||||||||||
Unrealized gains on available-for-sale securities | 12,156 | 62 | |||||||||||||||||||
Minimum pension liability, net of tax of $150 and $207, respectively | (349 | ) | (483 | ) | |||||||||||||||||
$ | 20,391 | $ | 6,790 | ||||||||||||||||||
Accounts Receivable Reserve Activity | ' | ||||||||||||||||||||
Accounts receivable reserve activity for fiscal 2013, 2012 and 2011 is as follows: | |||||||||||||||||||||
Balance at | Charged to | Write- | Balance at | ||||||||||||||||||
Beginning | Costs and | offs and | End of | ||||||||||||||||||
of Period | Expenses | Payments | Period | ||||||||||||||||||
Period Ended: | |||||||||||||||||||||
September 28, 2013 | $ | 6,396 | $ | 4,296 | $ | (1,894 | ) | $ | 8,798 | ||||||||||||
September 29, 2012 | $ | 6,516 | $ | 3,270 | $ | (3,390 | ) | $ | 6,396 | ||||||||||||
September 24, 2011 | $ | 7,769 | $ | 1,614 | $ | (2,867 | ) | $ | 6,516 | ||||||||||||
Schedule of Reconciliation of Basic and Diluted Share Amounts | ' | ||||||||||||||||||||
A reconciliation of basic and diluted share amounts for fiscal 2013, 2012, and 2011 is as follows: | |||||||||||||||||||||
September 28, | September 29, | September 24, | |||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Basic weighted average common shares outstanding | 268,704 | 264,041 | 261,099 | ||||||||||||||||||
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock units | — | — | 3,206 | ||||||||||||||||||
Diluted weighted average common shares outstanding | 268,704 | 264,041 | 264,305 | ||||||||||||||||||
Weighted-average anti-dilutive shares related to: | |||||||||||||||||||||
Outstanding stock options | 8,445 | 10,491 | 7,747 | ||||||||||||||||||
Restricted stock units | 1,109 | 1,378 | — | ||||||||||||||||||
Schedule of Product Warranty Activity | ' | ||||||||||||||||||||
Product warranty activity for fiscal 2013 and 2012 is as follows: | |||||||||||||||||||||
Balance at | Provisions | Acquired | Settlements/ | Balance at End | |||||||||||||||||
Beginning of | Adjustments | of Period | |||||||||||||||||||
Period | |||||||||||||||||||||
Period ended: | |||||||||||||||||||||
September 28, 2013 | $ | 6,179 | $ | 12,827 | $ | — | $ | (9,748 | ) | $ | 9,258 | ||||||||||
September 29, 2012 | $ | 4,448 | $ | 9,535 | $ | 230 | $ | (8,034 | ) | $ | 6,179 |
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Gen-Probe Incorporated [Member] | ' | ||||||||
Purchase Price Consideration | ' | ||||||||
The purchase price consideration was as follows: | |||||||||
Cash paid | $ | 3,967,866 | |||||||
Deferred payment | 1,655 | ||||||||
Fair value of stock options exchanged | 2,655 | ||||||||
Total purchase price | $ | 3,972,176 | |||||||
Components of Purchase Price Allocation | ' | ||||||||
The final, adjusted components of the purchase price allocation are as follows: | |||||||||
Cash | $ | 205,463 | |||||||
Accounts receivable | 81,444 | ||||||||
Inventory | 153,416 | ||||||||
Property, plant and equipment | 274,095 | ||||||||
Other assets | 191,971 | ||||||||
Assets held-for-sale, net | 87,465 | ||||||||
Accounts payable | (19,671 | ) | |||||||
Accrued expenses | (131,623 | ) | |||||||
Other liabilities | (22,939 | ) | |||||||
Identifiable intangible assets: | |||||||||
Developed technology | 1,700,000 | ||||||||
In-process research and development | 117,000 | ||||||||
Customer contract | 585,000 | ||||||||
Trade names | 95,000 | ||||||||
Deferred income taxes, net | (985,465 | ) | |||||||
Goodwill | 1,641,020 | ||||||||
Purchase Price | $ | 3,972,176 | |||||||
Assets Groups Classified as Held for Sale | ' | ||||||||
The following represents the components of the asset groups classified as held-for-sale as of September 29, 2012: | |||||||||
Assets: | |||||||||
Cash | $ | 2,563 | |||||||
Accounts receivable | 8,520 | ||||||||
Inventory | 15,680 | ||||||||
Property, plant and equipment | 13,259 | ||||||||
Other assets | 3,083 | ||||||||
Intangible assets and goodwill | 51,398 | ||||||||
Total assets held-for-sale | $ | 94,503 | |||||||
Liabilities: | |||||||||
Accrued liabilities | (7,622 | ) | |||||||
Net assets held-for-sale | $ | 86,881 | |||||||
Schedule of Unaudited Pro Forma Information | ' | ||||||||
The following unaudited pro forma information presents the combined financial results for the Company and Gen-Probe as if the acquisition of Gen-Probe had been completed at the beginning of fiscal 2011: | |||||||||
Year Ended | Year Ended | ||||||||
September 29, 2012 | September 24, 2011 | ||||||||
Revenue | $ | 2,526,336 | $ | 2,310,384 | |||||
Net loss | $ | (164,539 | ) | $ | (127,240 | ) | |||
Basic and diluted net loss per common share | $ | (0.62 | ) | $ | (0.49 | ) | |||
TCT International Co., Ltd. [Member] | ' | ||||||||
Components of Purchase Price Allocation | ' | ||||||||
The components of the purchase price allocation consisted of the following: | |||||||||
Cash | $ | 27,961 | |||||||
Accounts receivable | 17,811 | ||||||||
Inventory | 5,301 | ||||||||
Property and equipment | 4,710 | ||||||||
Other tangible assets | 1,082 | ||||||||
Accrued taxes | (14,874 | ) | |||||||
Accounts payable and accrued expenses | (6,641 | ) | |||||||
Customer relationships | 45,780 | ||||||||
Business licenses | 2,500 | ||||||||
Trade names | 2,110 | ||||||||
Deferred taxes, net | (12,473 | ) | |||||||
Goodwill | 75,161 | ||||||||
Purchase Price | $ | 148,428 | |||||||
Interlace Medical, Inc [Member] | ' | ||||||||
Purchase Price Consideration | ' | ||||||||
The purchase price consideration was as follows: | |||||||||
Cash | $ | 126,798 | |||||||
Contingent consideration | 86,600 | ||||||||
Total purchase price | $ | 213,398 | |||||||
Components of Purchase Price Allocation | ' | ||||||||
The components of the purchase price allocation consisted of the following: | |||||||||
Cash | $ | 9,070 | |||||||
Inventory, including fair value adjustments | 1,795 | ||||||||
Other tangible assets | 1,291 | ||||||||
Accounts payable and accrued expenses | (1,988 | ) | |||||||
Developed technology | 158,741 | ||||||||
Trade names | 1,750 | ||||||||
Deferred taxes, net | (45,342 | ) | |||||||
Goodwill | 88,081 | ||||||||
Purchase Price | $ | 213,398 | |||||||
Restructuring_and_Divestiture_1
Restructuring and Divestiture Charges (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||||||||||||||
Charges Taken Related to Restructuring Actions | ' | ||||||||||||||||||||||||
The following table displays charges taken related to restructuring actions in fiscal 2013 and 2012 and a rollforward of the charges to the accrued balances as of September 28, 2013. Such initiatives were not significant in fiscal 2011. | |||||||||||||||||||||||||
Restructuring Charges | Abandonment of | Consolidation of | Closure of | Fiscal 2013 | Other | Total | |||||||||||||||||||
Adiana Product | Diagnostics | Indianapolis | Actions | Operating | |||||||||||||||||||||
Line | Operations | Facility | Cost | ||||||||||||||||||||||
Reductions | |||||||||||||||||||||||||
Fiscal 2012 charges: | |||||||||||||||||||||||||
Non-cash impairment charge | $ | 16,316 | $ | 585 | $ | — | $ | — | $ | — | $ | 16,901 | |||||||||||||
Purchase orders and other contractual obligations | 3,099 | — | — | — | — | 3,099 | |||||||||||||||||||
Workforce reductions | 128 | 14,202 | 879 | — | 40 | 15,249 | |||||||||||||||||||
Facility closure costs | — | — | — | — | 430 | 430 | |||||||||||||||||||
Other | — | — | 900 | — | — | 900 | |||||||||||||||||||
Total fiscal 2012 charges | $ | 19,543 | $ | 14,787 | $ | 1,779 | $ | — | $ | 470 | $ | 36,579 | |||||||||||||
Recorded to cost of product sales | $ | 19,064 | $ | — | $ | — | $ | — | $ | — | $ | 19,064 | |||||||||||||
Recorded to restructuring | $ | 479 | $ | 14,787 | $ | 1,779 | $ | — | $ | 470 | $ | 17,515 | |||||||||||||
Fiscal 2013 charges: | |||||||||||||||||||||||||
Workforce reductions | $ | — | $ | 13,950 | $ | 4,805 | $ | 11,332 | $ | 1,127 | $ | 31,214 | |||||||||||||
Facility closure costs | — | — | 173 | — | 377 | 550 | |||||||||||||||||||
Other | — | — | 651 | 42 | 236 | 929 | |||||||||||||||||||
Fiscal 2013 restructuring charges | $ | — | $ | 13,950 | $ | 5,629 | $ | 11,374 | $ | 1,740 | $ | 32,693 | |||||||||||||
Divestiture net charges | — | — | — | — | — | 112 | |||||||||||||||||||
Fiscal 2013 restructuring and divestiture charges | $ | — | $ | 13,950 | $ | 5,629 | $ | 11,374 | $ | 1,740 | $ | 32,805 | |||||||||||||
Charges Taken Related to Accrued Restructuring Actions | ' | ||||||||||||||||||||||||
Rollforward of Accrued Restructuring | |||||||||||||||||||||||||
Total fiscal 2012 charges | $ | 19,543 | $ | 14,787 | $ | 1,779 | $ | — | $ | 470 | $ | 36,579 | |||||||||||||
Non-cash impairment charges | (16,316 | ) | (585 | ) | — | — | — | (16,901 | ) | ||||||||||||||||
Stock compensation | — | (3,500 | ) | — | — | — | (3,500 | ) | |||||||||||||||||
Severance payments | (128 | ) | (2,423 | ) | — | — | (78 | ) | (2,629 | ) | |||||||||||||||
Other payments | (2,572 | ) | — | — | — | (430 | ) | (3,002 | ) | ||||||||||||||||
Acquired | — | 83 | — | — | — | 83 | |||||||||||||||||||
Foreign exchange and other adjustments | — | 22 | — | — | 91 | 113 | |||||||||||||||||||
Balance at September 29, 2012 | $ | 527 | $ | 8,384 | $ | 1,779 | $ | — | $ | 53 | $ | 10,743 | |||||||||||||
Fiscal 2013 restructuring charges | $ | — | $ | 13,950 | $ | 5,629 | $ | 11,374 | $ | 1,740 | $ | 32,693 | |||||||||||||
Stock compensation | — | (6,322 | ) | — | (1,595 | ) | — | (7,917 | ) | ||||||||||||||||
Non-cash impairment charges | — | — | — | — | (54 | ) | (54 | ) | |||||||||||||||||
Severance payments | — | (13,068 | ) | (3,048 | ) | (4,425 | ) | (897 | ) | (21,438 | ) | ||||||||||||||
Other payments | (527 | ) | — | (566 | ) | (25 | ) | (560 | ) | (1,678 | ) | ||||||||||||||
Foreign exchange and other adjustments | — | (2 | ) | — | (14 | ) | 6 | (10 | ) | ||||||||||||||||
Balance at September 28, 2013 | $ | — | $ | 2,942 | $ | 3,794 | $ | 5,315 | $ | 288 | $ | 12,339 | |||||||||||||
Borrowings_and_Credit_Arrangem1
Borrowings and Credit Arrangements (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Company's Borrowings | ' | ||||||||||||||||||||||||||||
Company’s borrowings consisted of the following: | |||||||||||||||||||||||||||||
September 28, | September 29, | ||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Current debt obligations, net of debt discount: | |||||||||||||||||||||||||||||
Term Loan A | $ | 49,713 | $ | 49,582 | |||||||||||||||||||||||||
Term Loan B | 113,966 | 14,853 | |||||||||||||||||||||||||||
Convertible Notes | 400,133 | — | |||||||||||||||||||||||||||
Total current debt obligations | 563,812 | 64,435 | |||||||||||||||||||||||||||
Long-term debt obligations, net of debt discount: | |||||||||||||||||||||||||||||
Term Loan A | 894,834 | 942,065 | |||||||||||||||||||||||||||
Term Loan B | 1,159,272 | 1,470,454 | |||||||||||||||||||||||||||
Senior Notes | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||
Convertible Notes | 1,187,992 | 1,558,660 | |||||||||||||||||||||||||||
Total long-term debt obligations | 4,242,098 | 4,971,179 | |||||||||||||||||||||||||||
Total debt obligations | $ | 4,805,910 | $ | 5,035,614 | |||||||||||||||||||||||||
Debt Maturity Schedule for Components of Company's Obligations | ' | ||||||||||||||||||||||||||||
The debt maturity schedule for the Company’s obligations as of September 28, 2013 is as follows: | |||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | 2019 and | Total | |||||||||||||||||||||||
Thereafter | |||||||||||||||||||||||||||||
Term Loan A | $ | 50,000 | $ | 100,000 | $ | 200,000 | $ | 600,000 | $ | — | $ | — | $ | 950,000 | |||||||||||||||
Term Loan B (1) | 115,000 | 15,000 | 15,000 | 15,000 | 15,000 | 1,110,000 | 1,285,000 | ||||||||||||||||||||||
Senior Notes | — | — | — | — | — | 1,000,000 | 1,000,000 | ||||||||||||||||||||||
Convertible Notes (2) | 405,000 | — | — | 450,000 | 879,225 | — | 1,734,225 | ||||||||||||||||||||||
$ | 570,000 | $ | 115,000 | $ | 215,000 | $ | 1,065,000 | $ | 894,225 | $ | 2,110,000 | $ | 4,969,225 | ||||||||||||||||
-1 | Fiscal 2014 column reflects reclassifying the Company’s early pay-down of $100.0 million of Term Loan B on October 31, 2013 to current. | ||||||||||||||||||||||||||||
-2 | Classified based on the earliest date of redemption for each respective issuance and the balance in fiscal 2018 reflects accretion on the 2013 Notes through September 28, 2013 as described below. | ||||||||||||||||||||||||||||
Convertible Notes and Related Equity Components | ' | ||||||||||||||||||||||||||||
As of September 28, 2013 and September 29, 2012, the Convertible Notes and related equity components (recorded in additional paid-in-capital, net of deferred taxes) consisted of the following: | |||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
2007 Notes principal amount | $ | 405,000 | $ | 775,000 | |||||||||||||||||||||||||
Unamortized discount | (4,867 | ) | (50,591 | ) | |||||||||||||||||||||||||
Net carrying amount | $ | 400,133 | $ | 724,409 | |||||||||||||||||||||||||
Equity component, net of taxes | $ | 121,496 | $ | 233,353 | |||||||||||||||||||||||||
2010 Notes principal amount | $ | 450,000 | $ | 450,000 | |||||||||||||||||||||||||
Unamortized discount | (58,310 | ) | (74,062 | ) | |||||||||||||||||||||||||
Net carrying amount | $ | 391,690 | $ | 375,938 | |||||||||||||||||||||||||
Equity component, net of taxes | $ | 60,054 | $ | 60,054 | |||||||||||||||||||||||||
2012 Notes principal amount | $ | 500,000 | $ | 500,000 | |||||||||||||||||||||||||
Unamortized discount | (34,630 | ) | (41,687 | ) | |||||||||||||||||||||||||
Net carrying amount | $ | 465,370 | $ | 458,313 | |||||||||||||||||||||||||
Equity component, net of taxes | $ | 49,195 | $ | 49,195 | |||||||||||||||||||||||||
2013 Notes principal amount | $ | 370,000 | $ | — | |||||||||||||||||||||||||
Principal accretion | 9,225 | — | |||||||||||||||||||||||||||
Unamortized discount | (48,293 | ) | — | ||||||||||||||||||||||||||
Net carrying amount | $ | 330,932 | $ | — | |||||||||||||||||||||||||
Equity component, net of taxes | $ | 131,451 | $ | — | |||||||||||||||||||||||||
Interest Expense under Convertible Notes | ' | ||||||||||||||||||||||||||||
Interest expense under the Convertible Notes is as follows: | |||||||||||||||||||||||||||||
Years ended | |||||||||||||||||||||||||||||
September 28, | September 29, | September 24, | |||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||
Amortization of debt discount | $ | 52,732 | $ | 68,532 | $ | 72,908 | |||||||||||||||||||||||
Amortization of deferred financing costs | 3,048 | 3,828 | 3,906 | ||||||||||||||||||||||||||
Principal accretion | 9,225 | — | — | ||||||||||||||||||||||||||
Non-cash interest expense | 65,005 | 72,360 | 76,814 | ||||||||||||||||||||||||||
2.00% accrued interest | 34,376 | 34,898 | 34,427 | ||||||||||||||||||||||||||
$ | 99,381 | $ | 107,258 | $ | 111,241 | ||||||||||||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Assets and Liabilities Measured on Recurring Basis | ' | ||||||||||||||||
Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following: | |||||||||||||||||
Fair Value Measurements at September 28, 2013 | |||||||||||||||||
Carrying Value | Quoted Prices in | Significant | Significant | ||||||||||||||
Active Market for | Other | Unobservable | |||||||||||||||
Identical Assets | Observable | Inputs (Level 3) | |||||||||||||||
(Level 1) | Inputs (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Marketable securities: | |||||||||||||||||
Equity security | $ | 18,087 | $ | 18,087 | $ | — | $ | — | |||||||||
Mutual funds | 6,861 | 6,861 | — | — | |||||||||||||
Total | $ | 24,948 | $ | 24,948 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Deferred compensation liabilities | $ | 38,611 | $ | 38,611 | $ | — | $ | — | |||||||||
Contingent consideration | 3,780 | — | — | 3,780 | |||||||||||||
Total | $ | 42,391 | $ | 38,611 | $ | — | $ | 3,780 | |||||||||
Fair Value Measurements at September 29, 2012 | |||||||||||||||||
Carrying Value | Quoted Prices in | Significant | Significant | ||||||||||||||
Active Market for | Other | Unobservable | |||||||||||||||
Identical Assets | Observable | Inputs (Level 3) | |||||||||||||||
(Level 1) | Inputs (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds | $ | 315 | $ | 315 | $ | — | $ | — | |||||||||
Marketable securities: | |||||||||||||||||
Equity security | 6,029 | 6,029 | — | — | |||||||||||||
Mutual funds | 6,995 | 6,995 | — | — | |||||||||||||
Total | $ | 13,339 | $ | 13,339 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Deferred compensation liabilities | $ | 32,082 | $ | 32,082 | $ | — | $ | — | |||||||||
Contingent consideration | 86,368 | — | — | 86,368 | |||||||||||||
Total | $ | 118,450 | $ | 32,082 | $ | — | $ | 86,368 | |||||||||
Changes in Fair Value of Recurring Fair Value Measurements, Consisting of Contingent Consideration Liabilities, Using Significant Unobservable Inputs (Level 3) | ' | ||||||||||||||||
Changes in the fair value of recurring fair value measurements, which solely consisted of contingent consideration liabilities, using significant unobservable inputs (Level 3) during the years ended September 28, 2013 and September 29, 2012 were as follows: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Beginning balance | $ | 86,368 | $ | 103,790 | $ | 29,500 | |||||||||||
Contingent consideration liabilities recorded at fair value at acquisition | 525 | — | 86,600 | ||||||||||||||
Fair value adjustments | 11,310 | 38,466 | (8,016 | ) | |||||||||||||
Payments made | (94,423 | ) | (55,888 | ) | (4,294 | ) | |||||||||||
Ending balance | $ | 3,780 | $ | 86,368 | $ | 103,790 | |||||||||||
Schedule of Estimated Fair Value of Intangible Assets, Goodwill and Cost-Method Equity Investment Measured on Nonrecurring Basis | ' | ||||||||||||||||
The following chart depicts the level of inputs within the fair value hierarchy used to estimate the fair value of equipment, intangible assets, goodwill and cost-method equity investments measured on a nonrecurring basis for which the Company recorded impairment charges: | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Fair Value | Quoted Prices in | Significant | Significant | Total Gains | |||||||||||||
Active Market for | Other | Unobservable | (Losses) | ||||||||||||||
Identical Assets | Observable | Inputs (Level 3) | |||||||||||||||
(Level 1) | Inputs (Level 2) | ||||||||||||||||
Fiscal 2013: | |||||||||||||||||
Goodwill | $ | 277,840 | $ | 277,840 | $ | (1,117,369 | ) | ||||||||||
Equipment | 1,363 | 1,363 | (4,993 | ) | |||||||||||||
Cost-method equity investments | 1,483 | 1,483 | (6,438 | ) | |||||||||||||
$ | (1,128,800 | ) | |||||||||||||||
Fiscal 2012: | |||||||||||||||||
Equipment | $ | — | $ | — | $ | (6,452 | ) | ||||||||||
Goodwill | — | — | (5,826 | ) | |||||||||||||
$ | (12,278 | ) | |||||||||||||||
Fiscal 2011: | |||||||||||||||||
Cost-method equity investments | $ | 345 | $ | 345 | $ | (2,445 | ) | ||||||||||
Estimated Fair Values of Convertible Notes | ' | ||||||||||||||||
The estimated fair values of the Company’s Convertible Notes as of September 28, 2013 and September 29, 2012 are as follows: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
2007 Notes | $ | 405,000 | $ | 771,600 | |||||||||||||
2010 Notes | 510,800 | 505,600 | |||||||||||||||
2012 Notes | 518,800 | 490,700 | |||||||||||||||
2013 Notes | 385,700 | — | |||||||||||||||
$ | 1,820,300 | $ | 1,767,900 | ||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income (Loss) Before Income Taxes | ' | ||||||||||||
The Company’s (loss) income before income taxes consisted of the following: | |||||||||||||
Years ended | |||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Domestic | $ | (1,184,603 | ) | $ | (46,018 | ) | $ | 235,204 | |||||
Foreign | (8,358 | ) | (15,643 | ) | (7,818 | ) | |||||||
$ | (1,192,961 | ) | $ | (61,661 | ) | $ | 227,386 | ||||||
Provision for Income Taxes | ' | ||||||||||||
The (benefit) provision for income taxes contains the following components: | |||||||||||||
Years ended | |||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal: | |||||||||||||
Current | $ | 154,900 | $ | 146,164 | $ | 97,834 | |||||||
Deferred | (182,739 | ) | (143,582 | ) | (33,808 | ) | |||||||
(27,839 | ) | 2,582 | 64,026 | ||||||||||
State: | |||||||||||||
Current | 15,305 | 15,348 | 15,739 | ||||||||||
Deferred | (16,709 | ) | (10,186 | ) | (5,909 | ) | |||||||
(1,404 | ) | 5,162 | 9,830 | ||||||||||
Foreign: | |||||||||||||
Current | 7,655 | 5,653 | 4,770 | ||||||||||
Deferred | 1,465 | (1,424 | ) | (8,390 | ) | ||||||||
9,120 | 4,229 | (3,620 | ) | ||||||||||
$ | (20,123 | ) | $ | 11,973 | $ | 70,236 | |||||||
Reconciliation of Income Tax (Benefit) at U.S. Federal Statutory Rate to Company's Effective Tax Rate | ' | ||||||||||||
The income tax (benefit) provision differs from the tax provision computed at the U.S. federal statutory rate due to the following: | |||||||||||||
Years ended | |||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Income tax provision at federal statutory rate | (35.0 | )% | (35.0 | )% | 35 | % | |||||||
Increase (decrease) in tax resulting from: | |||||||||||||
Goodwill impairment | 32.8 | 3.3 | — | ||||||||||
Domestic production activities deduction | (1.2 | ) | (20.3 | ) | (4.1 | ) | |||||||
State income taxes, net of federal benefit | (0.2 | ) | 5.3 | 3.6 | |||||||||
Research and investment tax credits | (1.2 | ) | (1.6 | ) | (3.2 | ) | |||||||
Unrecognized tax benefits | 0.3 | 13.5 | (3.3 | ) | |||||||||
Contingent consideration | 2.6 | 59.8 | 1.5 | ||||||||||
Nondeductible transaction expenses | — | 7.5 | — | ||||||||||
Cessation of Adiana | — | (28.6 | ) | — | |||||||||
Executive compensation | 0.2 | 2.3 | (1.1 | ) | |||||||||
Foreign rate differential | 0.1 | 3.1 | 0.8 | ||||||||||
Change in valuation allowance | (0.8 | ) | 5.4 | — | |||||||||
Other | 0.7 | 4.7 | 1.7 | ||||||||||
(1.7 | )% | 19.4 | % | 30.9 | % | ||||||||
Significant Components of the Company's Deferred Tax Assets and Liabilities | ' | ||||||||||||
The Company’s significant deferred tax assets and liabilities are as follows: | |||||||||||||
September 28, | September 29, | ||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets | |||||||||||||
Net operating loss carryforwards | $ | 49,277 | $ | 47,472 | |||||||||
Capital losses | 23,857 | 46,750 | |||||||||||
Non-deductible accruals | 21,527 | 22,198 | |||||||||||
Non-deductible reserves | 16,054 | 10,346 | |||||||||||
Stock-based compensation | 30,190 | 31,437 | |||||||||||
Research and other credits | 10,679 | 11,392 | |||||||||||
Debt issuance costs | — | 811 | |||||||||||
Nonqualified deferred compensation plan | 14,714 | 12,007 | |||||||||||
Other temporary differences | 6,960 | 3,000 | |||||||||||
173,258 | 185,413 | ||||||||||||
Less: valuation allowance | (43,354 | ) | (64,337 | ) | |||||||||
$ | 129,904 | $ | 121,076 | ||||||||||
Deferred tax liabilities | |||||||||||||
Depreciation and amortization | $ | (1,494,068 | ) | $ | (1,635,043 | ) | |||||||
Debt discounts and deferrals | (189,298 | ) | (209,011 | ) | |||||||||
Debt issuance costs | (10,941 | ) | — | ||||||||||
Fair value adjustments to current assets and liabilities | — | (28,413 | ) | ||||||||||
Investment in subsidiary | (10,713 | ) | (8,479 | ) | |||||||||
$ | (1,705,020 | ) | $ | (1,880,946 | ) | ||||||||
$ | (1,575,116 | ) | $ | (1,759,870 | ) | ||||||||
Activity of the Company's Unrecognized Income Tax Benefits | ' | ||||||||||||
The Company’s unrecognized income tax benefits activity for fiscal 2013 and 2012 are as follows: | |||||||||||||
2013 | 2012 | ||||||||||||
Balance at beginning of fiscal year | $ | 53,148 | $ | 31,026 | |||||||||
Tax positions related to current year: | |||||||||||||
Additions | 64,992 | 11,673 | |||||||||||
Reductions | — | — | |||||||||||
Tax positions related to prior years: | |||||||||||||
Additions related to change in estimate | 3,317 | 1,327 | |||||||||||
Reductions | (363 | ) | 307 | ||||||||||
Payments | (621 | ) | (197 | ) | |||||||||
Lapses in statutes of limitations and settlements | (2,323 | ) | (4,144 | ) | |||||||||
Acquired tax positions: | |||||||||||||
Additions related to reserves acquired from acquisitions | 3,676 | 13,156 | |||||||||||
Balance as of the end of the fiscal year | $ | 121,826 | $ | 53,148 | |||||||||
Stockholders_Equity_and_StockB1
Stockholders' Equity and Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation Expense in Consolidated Statement of Operations | ' | ||||||||||||||||
The following presents stock-based compensation expense in the Company’s Consolidated Statement of Operations in fiscal 2013, 2012 and 2011: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Cost of revenues | $ | 7,031 | $ | 5,722 | $ | 4,602 | |||||||||||
Research and development | 7,179 | 5,328 | 4,852 | ||||||||||||||
Selling and marketing | 8,915 | 7,355 | 5,954 | ||||||||||||||
General and administrative | 20,153 | 18,667 | 20,064 | ||||||||||||||
Restructuring and divestiture | 9,029 | 3,500 | — | ||||||||||||||
$ | 52,307 | $ | 40,572 | $ | 35,472 | ||||||||||||
Information Pertaining to Stock Options Granted and Related Assumptions | ' | ||||||||||||||||
Information pertaining to stock options granted during fiscal 2013, 2012 and 2011 and related assumptions are noted in the following table: | |||||||||||||||||
Years ended | |||||||||||||||||
September 28, | September 29, | September 24, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Options granted | 2,640 | 2,259 | 2,249 | ||||||||||||||
Weighted-average exercise price | $ | 20.29 | $ | 17.21 | $ | 17.15 | |||||||||||
Weighted-average grant date fair value | $ | 7.03 | $ | 6.48 | $ | 6.16 | |||||||||||
Assumptions: | |||||||||||||||||
Risk-free interest rates | 0.5 | % | 0.7 | % | 1 | % | |||||||||||
Expected life (in years) | 4.4 | 4.3 | 4.2 | ||||||||||||||
Expected volatility | 44 | % | 47 | % | 45 | % | |||||||||||
Dividend yield | — | — | — | ||||||||||||||
Stock Option Activity | ' | ||||||||||||||||
The following table summarizes all stock option activity under the Company’s stock option plans for the year ended September 28, 2013: | |||||||||||||||||
Number | Weighted- | Weighted- | Aggregate | ||||||||||||||
of Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||
Contractual Life | |||||||||||||||||
in Years | |||||||||||||||||
Options outstanding at September 29, 2012 | 18,039 | $ | 17.4 | 4.4 | $ | 78,962 | |||||||||||
Granted | 2,640 | 20.29 | |||||||||||||||
Cancelled/forfeited | (1,021 | ) | 20.04 | ||||||||||||||
Exercised | (4,786 | ) | 13.71 | $ | 37,609 | ||||||||||||
Options outstanding at September 28, 2013 | 14,872 | $ | 18.92 | 3.9 | $ | 54,956 | |||||||||||
Options exercisable at September 28, 2013 | 7,472 | $ | 20.28 | 2.9 | $ | 29,438 | |||||||||||
Options vested and expected to vest at September 28, 2013 (1) | 13,780 | $ | 19 | 3.8 | $ | 51,656 | |||||||||||
-1 | This represents the number of vested stock options as of September 28, 2013 plus the unvested outstanding options at September 28, 2013 expected to vest in the future, adjusted for estimated forfeitures. | ||||||||||||||||
Restricted Stock Unit Activity | ' | ||||||||||||||||
A summary of the Company’s RSU activity during the year ended September 28, 2013 is presented below: | |||||||||||||||||
Non-vested Shares | Number of | Weighted-Average | |||||||||||||||
Shares | Grant-Date Fair | ||||||||||||||||
Value | |||||||||||||||||
Non-vested at September 29, 2012 | 3,580 | $ | 16.45 | ||||||||||||||
Granted | 1,995 | 19.94 | |||||||||||||||
Vested | (1,711 | ) | 15.98 | ||||||||||||||
Forfeited | (405 | ) | 18.11 | ||||||||||||||
Non-vested at September 28, 2013 | 3,459 | $ | 18.51 | ||||||||||||||
Black-Scholes Model Weighted Average Assumptions Used to Estimate Fair Value of Shares to Be Issued as of Grant Date | ' | ||||||||||||||||
The Company uses the Black-Scholes model to estimate the fair value of shares to be issued as of the grant date using the following weighted average assumptions: | |||||||||||||||||
September 28, | September 29, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Assumptions: | |||||||||||||||||
Risk-free interest rates | 0.11 | % | 0.16 | % | |||||||||||||
Expected life (in years) | 0.5 | 0.5 | |||||||||||||||
Expected volatility | 32 | % | 35 | % | |||||||||||||
Dividend yield | — | — |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||
Summary of Contingent Consideration Charges Recorded to the Consolidated Statements of Operations | ' | ||||||||||||||||||||
A summary of amounts recorded to the Consolidated Statement of Operations is as follows: | |||||||||||||||||||||
Statement of Operations Line Item – Fiscal 2013 | Interlace | TCT | Total | ||||||||||||||||||
Contingent consideration—compensation expense | $ | — | $ | 80,010 | $ | 80,010 | |||||||||||||||
Contingent consideration—fair value adjustments | 11,310 | — | 11,310 | ||||||||||||||||||
$ | 11,310 | $ | 80,010 | $ | 91,320 | ||||||||||||||||
Statement of Operations Line Item – Fiscal 2012 | Sentinelle | Interlace | TCT | Healthcome | Total | ||||||||||||||||
Medical | |||||||||||||||||||||
Contingent consideration—compensation expense | $ | — | $ | — | $ | 75,459 | $ | 5,572 | $ | 81,031 | |||||||||||
Contingent consideration—fair value adjustments | (3,364 | ) | 41,830 | — | — | 38,466 | |||||||||||||||
$ | (3,364 | ) | $ | 41,830 | $ | 75,459 | $ | 5,572 | $ | 119,497 | |||||||||||
Statement of Operations Line Item – Fiscal 2011 | Sentinelle | Interlace | TCT | Healthcome | Total | ||||||||||||||||
Medical | |||||||||||||||||||||
Contingent consideration—compensation expense | $ | — | $ | 2,102 | $ | 17,581 | $ | 319 | $ | 20,002 | |||||||||||
Contingent consideration—fair value adjustments | (14,328 | ) | 6,312 | — | — | (8,016 | ) | ||||||||||||||
$ | (14,328 | ) | $ | 8,414 | $ | 17,581 | $ | 319 | $ | 11,986 | |||||||||||
Future Minimum Lease Payments, Including Principal and Interest | ' | ||||||||||||||||||||
Future minimum lease payments, including principal and interest, under these leases were as follows at September 28, 2013: | |||||||||||||||||||||
Fiscal 2014 | $ | 2,822 | |||||||||||||||||||
Fiscal 2015 | 2,883 | ||||||||||||||||||||
Fiscal 2016 | 3,054 | ||||||||||||||||||||
Fiscal 2017 | 3,119 | ||||||||||||||||||||
Fiscal 2018 | 2,925 | ||||||||||||||||||||
Thereafter | 300 | ||||||||||||||||||||
Total minimum payments | 15,103 | ||||||||||||||||||||
Less-amount representing interest | (3,607 | ) | |||||||||||||||||||
Total | $ | 11,496 | |||||||||||||||||||
Summary of Purchase Commitments | ' | ||||||||||||||||||||
At September 28, 2013, purchase commitments were as follows: | |||||||||||||||||||||
Fiscal 2014 | $ | 55,935 | |||||||||||||||||||
Fiscal 2015 | 12,684 | ||||||||||||||||||||
Fiscal 2016 | 3,000 | ||||||||||||||||||||
Fiscal 2017 | 3,000 | ||||||||||||||||||||
Fiscal 2018 | 750 | ||||||||||||||||||||
Thereafter | — | ||||||||||||||||||||
Total | $ | 75,369 | |||||||||||||||||||
Summary of Minimum Royalty Commitments | ' | ||||||||||||||||||||
At September 28, 2013, minimum commitments for these agreements were as follows: | |||||||||||||||||||||
Fiscal 2014 | $ | 1,301 | |||||||||||||||||||
Fiscal 2015 | 810 | ||||||||||||||||||||
Fiscal 2016 | 1,426 | ||||||||||||||||||||
Fiscal 2017 | 745 | ||||||||||||||||||||
Fiscal 2018 | 560 | ||||||||||||||||||||
Thereafter | 4,450 | ||||||||||||||||||||
Total | $ | 9,292 | |||||||||||||||||||
Future Minimum Lease Payments under All Operating Leases | ' | ||||||||||||||||||||
Future minimum lease payments under all of the Company’s operating leases at September 28, 2013 are as follows: | |||||||||||||||||||||
Fiscal 2014 | $ | 20,689 | |||||||||||||||||||
Fiscal 2015 | 16,192 | ||||||||||||||||||||
Fiscal 2016 | 13,600 | ||||||||||||||||||||
Fiscal 2017 | 12,249 | ||||||||||||||||||||
Fiscal 2018 | 10,830 | ||||||||||||||||||||
Thereafter | 32,712 | ||||||||||||||||||||
Total | $ | 106,272 | |||||||||||||||||||
Future Minimum Annual Rental Income Payments under Sublease Agreements | ' | ||||||||||||||||||||
The future minimum annual rental income payments under these sublease agreements at September 28, 2013 are as follows: | |||||||||||||||||||||
Fiscal 2014 | $ | 1,551 | |||||||||||||||||||
Fiscal 2015 | 913 | ||||||||||||||||||||
Fiscal 2016 | 20 | ||||||||||||||||||||
Fiscal 2017 | 15 | ||||||||||||||||||||
Total | $ | 2,499 | |||||||||||||||||||
Business_Segments_and_Geograph1
Business Segments and Geographic Information (Tables) | 12 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Segment Information | ' | ||||||||||||
Segment information for fiscal 2013, 2012 and 2011 is as follows: | |||||||||||||
Years ended | |||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Total revenues: | |||||||||||||
Diagnostics | $ | 1,189,819 | $ | 718,064 | $ | 571,263 | |||||||
Breast Health | 905,076 | 875,771 | 825,551 | ||||||||||
GYN Surgical | 307,139 | 313,089 | 300,538 | ||||||||||
Skeletal Health | 90,245 | 95,728 | 91,997 | ||||||||||
$ | 2,492,279 | $ | 2,002,652 | $ | 1,789,349 | ||||||||
Operating (loss) income: | |||||||||||||
Diagnostics | $ | (1,149,132 | ) | $ | (32,787 | ) | $ | 170,693 | |||||
Breast Health | 216,049 | 186,106 | 187,970 | ||||||||||
GYN Surgical | 19,664 | (51,892 | ) | 3,623 | |||||||||
Skeletal Health | 7,137 | 12,290 | 12,159 | ||||||||||
$ | (906,282 | ) | $ | 113,717 | $ | 374,445 | |||||||
Depreciation and amortization: | |||||||||||||
Diagnostics | $ | 369,818 | $ | 197,274 | $ | 165,065 | |||||||
Breast Health | 40,098 | 42,924 | 45,165 | ||||||||||
GYN Surgical | 105,233 | 103,781 | 92,587 | ||||||||||
Skeletal Health | 861 | 1,772 | 1,919 | ||||||||||
$ | 516,010 | $ | 345,751 | $ | 304,736 | ||||||||
Capital expenditures: | |||||||||||||
Diagnostics | $ | 51,653 | $ | 44,939 | $ | 23,128 | |||||||
Breast Health | 16,386 | 9,821 | 12,069 | ||||||||||
GYN Surgical | 9,145 | 12,233 | 11,467 | ||||||||||
Skeletal Health | 562 | 171 | 2,198 | ||||||||||
Corporate | 12,384 | 11,609 | 6,801 | ||||||||||
$ | 90,130 | $ | 78,773 | $ | 55,663 | ||||||||
Identifiable assets: | |||||||||||||
Diagnostics | $ | 4,667,942 | $ | 6,170,553 | $ | 1,770,107 | |||||||
Breast Health | 932,206 | 956,134 | 985,196 | ||||||||||
GYN Surgical | 1,849,518 | 1,944,386 | 2,049,682 | ||||||||||
Skeletal Health | 33,508 | 32,778 | 31,864 | ||||||||||
Corporate | 1,517,649 | 1,373,257 | 1,171,931 | ||||||||||
$ | 9,000,823 | $ | 10,477,108 | $ | 6,008,780 | ||||||||
Revenues by Geography | ' | ||||||||||||
Revenues by geography as a percentage of total revenues are as follows: | |||||||||||||
Years ended | |||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
United States | 75 | % | 74 | % | 77 | % | |||||||
Europe | 13 | % | 12 | % | 14 | % | |||||||
Asia-Pacific | 8 | % | 8 | % | 6 | % | |||||||
All others | 4 | % | 6 | % | 3 | % | |||||||
100 | % | 100 | % | 100 | % | ||||||||
Schedule of Geographically Located Property and Equipment, Net | ' | ||||||||||||
The Company’s property and equipment, net are geographically located as follows: | |||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
United States | $ | 386,049 | $ | 405,141 | $ | 165,177 | |||||||
Costa Rica | 29,258 | 30,452 | 34,107 | ||||||||||
Europe | 61,472 | 59,927 | 29,591 | ||||||||||
All other countries | 14,749 | 12,478 | 9,791 | ||||||||||
$ | 491,528 | $ | 507,998 | $ | 238,666 | ||||||||
Accrued_Expenses_and_Other_Lon1
Accrued Expenses and Other Long-Term Liabilities (Tables) | 12 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Schedule of Accrued Expenses | ' | ||||||||
Accrued expenses consist of the following: | |||||||||
September 28, | September 29, | ||||||||
2013 | 2012 | ||||||||
Accrued Expenses | |||||||||
Compensation and employee benefits | $ | 127,464 | $ | 143,673 | |||||
Contingent consideration | 38,138 | 143,881 | |||||||
Income and other taxes | 17,369 | 12,424 | |||||||
Interest | 23,747 | 18,422 | |||||||
Other | 65,213 | 53,981 | |||||||
$ | 271,931 | $ | 372,381 | ||||||
Schedule of Other Long-Term Liabilities | ' | ||||||||
September 28, | September 29, | ||||||||
2013 | 2012 | ||||||||
Other Long-Term Liabilities | |||||||||
Accrued lease obligation—long-term | $ | 33,494 | $ | 33,256 | |||||
Reserve for income tax uncertainties | 115,395 | 38,518 | |||||||
Pension liabilities | 9,691 | 9,397 | |||||||
Other | 9,464 | 17,079 | |||||||
$ | 168,044 | $ | 98,250 | ||||||
Pension_and_Other_Employee_Ben1
Pension and Other Employee Benefits (Tables) | 12 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||||||
Schedule of Reconciliation of Benefit Obligations, Plan Assets, Funded Status and Related Actuarial Assumptions | ' | ||||||||||||
The tables below provide a reconciliation of benefit obligations, plan assets, funded status, and related actuarial assumptions of the Company’s German Pension Benefits. | |||||||||||||
Change in Benefit Obligation | Years ended | ||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Benefit obligation at beginning of year | $ | (9,744 | ) | $ | (8,064 | ) | $ | (9,093 | ) | ||||
Service cost | — | — | — | ||||||||||
Interest cost | (354 | ) | (391 | ) | (389 | ) | |||||||
Plan participants’ contributions | — | — | — | ||||||||||
Actuarial gain (loss) | 188 | (2,002 | ) | 1,092 | |||||||||
Foreign exchange (loss) gain | (503 | ) | 383 | (5 | ) | ||||||||
Benefits paid | 348 | 330 | 331 | ||||||||||
Benefit obligation at end of year | (10,065 | ) | (9,744 | ) | (8,064 | ) | |||||||
Plan assets | — | — | — | ||||||||||
Funded status | $ | (10,065 | ) | $ | (9,744 | ) | $ | (8,064 | ) | ||||
Components of Net Periodic Benefit Cost and Related Actuarial Assumptions | ' | ||||||||||||
The tables below outline the components of the net periodic benefit cost and related actuarial assumptions of the Company’s German Pension Benefits plan. | |||||||||||||
Components of Net Periodic Benefit Cost | Years ended | ||||||||||||
September 28, | September 29, | September 24, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Service cost | $ | — | $ | — | $ | — | |||||||
Interest cost | 354 | 391 | 389 | ||||||||||
Expected return on plan assets | — | — | — | ||||||||||
Amortization of prior service cost | — | — | — | ||||||||||
Recognized net actuarial gain | — | (38 | ) | — | |||||||||
Net periodic benefit cost | $ | 354 | $ | 353 | $ | 389 | |||||||
Schedule of Weighted-Average Net Periodic Benefit Cost Assumptions | ' | ||||||||||||
Weighted-Average Net Periodic Benefit Cost Assumptions | 2013 | 2012 | 2011 | ||||||||||
Discount rate | 3.6 | % | 3.52 | % | 5.2 | % | |||||||
Expected return on plan assets | 0 | % | 0 | % | 0 | % | |||||||
Rate of compensation increase | 0 | % | 0 | % | 0 | % | |||||||
Schedule of Expected Pension Benefit | ' | ||||||||||||
The table below reflects the total Pension Benefits expected to be paid each fiscal year as of September 28, 2013: | |||||||||||||
2014 | $ | 374 | |||||||||||
2015 | 399 | ||||||||||||
2016 | 415 | ||||||||||||
2017 | 428 | ||||||||||||
2018 | 441 | ||||||||||||
2019 to 2023 | 2,404 |
Quarterly_Statement_of_Operati1
Quarterly Statement of Operations Information (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Summary of Quarterly Results of Operations | ' | ||||||||||||||||
The following table presents a summary of quarterly results of operations for fiscal 2013 and 2012: | |||||||||||||||||
2013 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Total revenue | $ | 631,362 | $ | 612,663 | $ | 626,136 | $ | 622,118 | |||||||||
Gross profit | 281,673 | 279,326 | 309,758 | 290,631 | |||||||||||||
Net income (loss) (1) | 3,118 | (51,104 | ) | (10,950 | ) | (1,113,902 | ) | ||||||||||
Diluted net income (loss) per common share | $ | 0.01 | $ | (0.19 | ) | $ | (0.04 | ) | $ | (4.11 | ) | ||||||
2012 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter(3) | ||||||||||||||
Total revenue | $ | 472,711 | $ | 471,165 | $ | 470,228 | $ | 588,548 | |||||||||
Gross profit | 249,370 | 226,110 | 244,640 | 274,317 | |||||||||||||
Net income (loss) (2) | 20,812 | (40,273 | ) | 23,594 | (77,767 | ) | |||||||||||
Diluted net income (loss) per common share | $ | 0.08 | $ | (0.15 | ) | $ | 0.09 | $ | (0.29 | ) | |||||||
-1 | Net income in the first quarter of fiscal 2013 includes a gain on the sale of intellectual property of $53.9 million. Net loss in the second quarter of fiscal 2013 includes restructuring charges of $12.5 million and a debt extingushment loss of $3.2 million. Net loss in the third quarter of fiscal 2013 includes restructuring charges of $6.7 million. Net loss in the fourth quarter of fiscal 2013 includes a goodwill impairment charge of $1.1 billion, restructuring charges of $9.7 million and a debt extinguishment loss of $6.0 million. | ||||||||||||||||
-2 | Net loss in the second quarter of fiscal 2012 includes a charge for the discontinuance of the Adiana product line of $18.3 million and the loss on debt extinguishment of $42.3 million. See Note 5 for further discussion. Net loss in the fourth quarter of fiscal 2012 includes additional amortization expense from the Gen-Probe acquisition of $29.7 million, direct acquisition transaction costs of $30.7 million, and restructuring charges of $16.7 million, a goodwill impairment charge of $5.8 million and an in-process research and development charge of $4.5 million. | ||||||||||||||||
-3 | The fourth quarter was a 14-week quarter compared to all other quarters which were 13-week quarters. |
Supplemental_Guarantor_Condens1
Supplemental Guarantor Condensed Consolidating Financials (Tables) | 12 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||||||||||||||
Schedule of Supplemental Condensed Consolidating Statement of Operations | ' | ||||||||||||||||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||||||
For the Year Ended September 28, 2013 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
Revenues: | |||||||||||||||||||||
Product sales | $ | 416,871 | $ | 1,569,605 | $ | 477,251 | $ | (362,836 | ) | $ | 2,100,891 | ||||||||||
Service and other revenues | 326,656 | 71,718 | 46,635 | (53,621 | ) | 391,388 | |||||||||||||||
743,527 | 1,641,323 | 523,886 | (416,457 | ) | 2,492,279 | ||||||||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of product sales | 212,899 | 636,679 | 331,418 | (362,836 | ) | 818,160 | |||||||||||||||
Cost of product sales—amortization of intangible assets | 5,346 | 298,426 | 4,123 | — | 307,895 | ||||||||||||||||
Cost of product sales—impairment of intangible assets | — | — | 1,714 | — | 1,714 | ||||||||||||||||
Cost of service and other revenues | 157,391 | 59,943 | 39,409 | (53,621 | ) | 203,122 | |||||||||||||||
Research and development | 29,829 | 157,846 | 9,971 | — | 197,646 | ||||||||||||||||
Selling and marketing | 77,982 | 176,041 | 88,114 | — | 342,137 | ||||||||||||||||
General and administrative | 68,883 | 123,985 | 34,812 | — | 227,680 | ||||||||||||||||
Amortization of intangible assets | 3,013 | 104,778 | 4,806 | — | 112,597 | ||||||||||||||||
Contingent consideration—compensation expense | 80,010 | — | — | — | 80,010 | ||||||||||||||||
Contingent consideration—fair value adjustments | 11,310 | — | — | — | 11,310 | ||||||||||||||||
Impairment of goodwill | — | 1,117,369 | — | — | 1,117,369 | ||||||||||||||||
Gain on sale of intellectual property | — | (53,884 | ) | — | — | (53,884 | ) | ||||||||||||||
Restructuring and divestiture charges | 4,889 | 21,647 | 6,269 | — | 32,805 | ||||||||||||||||
651,552 | 2,642,830 | 520,636 | (416,457 | ) | 3,398,561 | ||||||||||||||||
Income (loss) from operations | 91,975 | (1,001,507 | ) | 3,250 | — | (906,282 | ) | ||||||||||||||
Interest income | 590 | 251 | 461 | — | 1,302 | ||||||||||||||||
Interest expense | (277,771 | ) | (1,260 | ) | (2,044 | ) | — | (281,075 | ) | ||||||||||||
Debt extinguishment loss | (9,209 | ) | — | (9,209 | ) | ||||||||||||||||
Other income (expense), net | 193,254 | (184,564 | ) | (6,387 | ) | — | 2,303 | ||||||||||||||
Loss before income taxes | (1,161 | ) | (1,187,080 | ) | (4,720 | ) | — | (1,192,961 | ) | ||||||||||||
Provision (benefit) for income taxes | 30,794 | (59,260 | ) | 8,343 | — | (20,123 | ) | ||||||||||||||
Equity in earnings (losses) of subsidiaries | (1,140,883 | ) | 13,887 | — | 1,126,996 | — | |||||||||||||||
Net (loss) income | $ | (1,172,838 | ) | $ | (1,113,933 | ) | $ | (13,063 | ) | $ | 1,126,996 | $ | (1,172,838 | ) | |||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||||||
For the Year Ended September 29, 2012 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
Revenues: | |||||||||||||||||||||
Product sales | $ | 420,960 | $ | 1,089,580 | $ | 431,689 | $ | (284,501 | ) | $ | 1,657,728 | ||||||||||
Service and other revenues | 307,097 | 63,313 | 32,555 | (58,041 | ) | 344,924 | |||||||||||||||
728,057 | 1,152,893 | 464,244 | (342,542 | ) | 2,002,652 | ||||||||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of product sales | 211,665 | 396,747 | 292,928 | (284,501 | ) | 616,839 | |||||||||||||||
Cost of product sales—amortization of intangible assets | 5,226 | 192,377 | 4,261 | — | 201,864 | ||||||||||||||||
Cost of service and other revenues | 155,555 | 61,285 | 30,713 | (58,041 | ) | 189,512 | |||||||||||||||
Research and development | 28,065 | 91,199 | 11,698 | — | 130,962 | ||||||||||||||||
Selling and marketing | 67,874 | 170,422 | 84,018 | — | 322,314 | ||||||||||||||||
General and administrative | 52,568 | 136,243 | 31,683 | — | 220,494 | ||||||||||||||||
Amortization of intangible assets | 2,709 | 64,357 | 4,970 | — | 72,036 | ||||||||||||||||
Contingent consideration—compensation expense | 81,031 | — | — | — | 81,031 | ||||||||||||||||
Contingent consideration—fair value adjustments | 38,466 | — | — | — | 38,466 | ||||||||||||||||
Impairment of goodwill | — | 5,826 | — | — | 5,826 | ||||||||||||||||
Gain on sale of intellectual property | — | (12,424 | ) | — | — | (12,424 | ) | ||||||||||||||
Acquired in-process research and development | — | 4,500 | — | — | 4,500 | ||||||||||||||||
Restructuring and divestiture charges | 49 | 16,185 | 1,281 | — | 17,515 | ||||||||||||||||
643,208 | 1,126,717 | 461,552 | (342,542 | ) | 1,888,935 | ||||||||||||||||
Income from operations | 84,849 | 26,176 | 2,692 | — | 113,717 | ||||||||||||||||
Interest income | 1,950 | 159 | 840 | (609 | ) | 2,340 | |||||||||||||||
Interest expense | (137,190 | ) | (1,158 | ) | (1,939 | ) | — | (140,287 | ) | ||||||||||||
Debt extinguishment loss | (42,347 | ) | — | — | — | (42,347 | ) | ||||||||||||||
Other income, net | 3,051 | 699 | 557 | 609 | 4,916 | ||||||||||||||||
(Loss) income before income taxes | (89,687 | ) | 25,876 | 2,150 | — | (61,661 | ) | ||||||||||||||
Provision (benefit) for income taxes | 9,721 | (3,094 | ) | 5,346 | — | 11,973 | |||||||||||||||
Equity in earnings (losses) of subsidiaries | 25,774 | 8,415 | 556 | (34,745 | ) | — | |||||||||||||||
Net (loss) income | $ | (73,634 | ) | $ | 37,385 | $ | (2,640 | ) | $ | (34,745 | ) | $ | (73,634 | ) | |||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||||||
For the Year Ended September 24, 2011 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
Revenues: | |||||||||||||||||||||
Product sales | $ | 411,309 | $ | 964,584 | $ | 376,575 | $ | (274,128 | ) | $ | 1,478,340 | ||||||||||
Service and other revenues | 274,197 | 59,026 | 27,862 | (50,076 | ) | 311,009 | |||||||||||||||
685,506 | 1,023,610 | 404,437 | (324,204 | ) | 1,789,349 | ||||||||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of product sales | 200,912 | 309,910 | 284,495 | (274,128 | ) | 521,189 | |||||||||||||||
Cost of product sales—amortization of intangible assets | 5,224 | 167,341 | 4,891 | — | 177,456 | ||||||||||||||||
Cost of service and other revenues | 143,399 | 51,888 | 22,312 | (50,076 | ) | 167,523 | |||||||||||||||
Research and development | 28,959 | 75,437 | 12,300 | — | 116,696 | ||||||||||||||||
Selling and marketing | 60,496 | 166,458 | 59,776 | — | 286,730 | ||||||||||||||||
General and administrative | 50,180 | 86,270 | 23,113 | — | 159,563 | ||||||||||||||||
Amortization of intangible assets | 2,709 | 54,851 | 774 | — | 58,334 | ||||||||||||||||
Contingent consideration—compensation expense | 20,002 | — | — | — | 20,002 | ||||||||||||||||
Contingent consideration—fair value adjustments | (8,016 | ) | — | — | — | (8,016 | ) | ||||||||||||||
Gain on sale of intellectual property | — | (84,502 | ) | — | — | (84,502 | ) | ||||||||||||||
Restructuring and divestiture charges | (353 | ) | — | 282 | — | (71 | ) | ||||||||||||||
503,512 | 827,653 | 407,943 | (324,204 | ) | 1,414,904 | ||||||||||||||||
Income (loss) from operations | 181,994 | 195,957 | (3,506 | ) | — | 374,445 | |||||||||||||||
Interest income | 1,495 | 1 | 364 | — | 1,860 | ||||||||||||||||
Interest expense | (111,583 | ) | (1,357 | ) | (1,906 | ) | — | (114,846 | ) | ||||||||||||
Debt extinguishment loss | (29,891 | ) | — | — | — | (29,891 | ) | ||||||||||||||
Other (expense) income, net | (1,706 | ) | (2,661 | ) | 185 | — | (4,182 | ) | |||||||||||||
Income (loss) before income taxes | 40,309 | 191,940 | (4,863 | ) | — | 227,386 | |||||||||||||||
Provision (benefit) for income taxes | 10,976 | 60,163 | (903 | ) | — | 70,236 | |||||||||||||||
Equity in earnings (losses) of subsidiaries | 127,817 | 8,699 | 319 | (136,835 | ) | — | |||||||||||||||
Net income (loss) | $ | 157,150 | $ | 140,476 | $ | (3,641 | ) | $ | (136,835 | ) | $ | 157,150 | |||||||||
Schedule of Supplemental Condensed Consolidating Statements of Comprehensive (Loss) Income | ' | ||||||||||||||||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | |||||||||||||||||||||
For the Year Ended September 28, 2013 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
Net (loss) income | $ | (1,172,838 | ) | $ | (1,113,933 | ) | $ | (13,063 | ) | $ | 1,126,996 | $ | (1,172,838 | ) | |||||||
Foreign currency cumulative translation adjustment | — | 658 | 715 | — | 1,373 | ||||||||||||||||
Adjustment to minimum pension liability, net of taxes | — | — | 134 | — | 134 | ||||||||||||||||
Unrealized gain on available-for-sale securities | — | 12,094 | — | — | 12,094 | ||||||||||||||||
Comprehensive (loss) income | $ | (1,172,838 | ) | $ | (1,101,181 | ) | $ | (12,214 | ) | $ | 1,126,996 | $ | (1,159,237 | ) | |||||||
For the Year Ended September 29, 2012 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
Net (loss) income | $ | (73,634 | ) | $ | 37,385 | $ | (2,640 | ) | $ | (34,745 | ) | $ | (73,634 | ) | |||||||
Foreign currency translation adjustment | 836 | (527 | ) | 5,908 | — | 6,217 | |||||||||||||||
Adjustment to minimum pension liability, net of taxes | — | — | (1,484 | ) | — | (1,484 | ) | ||||||||||||||
Unrealized gain on available-for-sale security, net of taxes | — | 62 | — | — | 62 | ||||||||||||||||
Other comprehensive income (loss) | 836 | (465 | ) | 4,424 | — | 4,795 | |||||||||||||||
Comprehensive (loss) income | $ | (72,798 | ) | $ | 36,920 | $ | 1,784 | $ | (34,745 | ) | $ | (68,839 | ) | ||||||||
For the Year Ended September 24, 2011 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
Net income (loss) | $ | 157,150 | $ | 140,476 | $ | (3,641 | ) | $ | (136,835 | ) | $ | 157,150 | |||||||||
Foreign currency translation adjustment | (1,127 | ) | (121 | ) | 2,336 | — | 1,088 | ||||||||||||||
Adjustment to minimum pension liability, net of taxes | — | — | 764 | — | 764 | ||||||||||||||||
Other comprehensive income (loss) | (1,127 | ) | (121 | ) | 3,100 | — | 1,852 | ||||||||||||||
Comprehensive income (loss) | $ | 156,023 | $ | 140,355 | $ | (541 | ) | $ | (136,835 | ) | $ | 159,002 | |||||||||
Schedule of Supplemental Condensed Consolidating Balance Sheet | ' | ||||||||||||||||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||
September 28, 2013 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 321,523 | $ | 387,422 | $ | 113,545 | $ | — | $ | 822,490 | |||||||||||
Restricted cash | — | — | 6,914 | — | 6,914 | ||||||||||||||||
Accounts receivable, net | 126,036 | 174,433 | 108,804 | — | 409,273 | ||||||||||||||||
Inventories | 81,924 | 146,678 | 60,761 | — | 289,363 | ||||||||||||||||
Deferred income tax assets | — | 19,042 | 494 | (19,536 | ) | — | |||||||||||||||
Prepaid income taxes | 47,131 | 2,303 | — | (4,689 | ) | 44,745 | |||||||||||||||
Prepaid expenses and other current assets | 16,246 | 21,112 | 11,003 | — | 48,361 | ||||||||||||||||
Other current assets—assets held for sale | — | — | 2,997 | — | 2,997 | ||||||||||||||||
Intercompany receivables | — | 2,442,502 | 31,949 | (2,474,451 | ) | — | |||||||||||||||
Total current assets | 592,860 | 3,193,492 | 336,467 | (2,498,676 | ) | 1,624,143 | |||||||||||||||
Property, plant and equipment, net | 29,313 | 356,736 | 105,479 | — | 491,528 | ||||||||||||||||
Intangible assets, net | 19,925 | 3,784,987 | 101,810 | — | 3,906,722 | ||||||||||||||||
Goodwill | 283,038 | 2,390,939 | 140,551 | — | 2,814,528 | ||||||||||||||||
Other assets | 103,548 | 58,446 | 1,908 | — | 163,902 | ||||||||||||||||
Investment in subsidiaries | 8,667,620 | 129,016 | 2,296 | (8,798,932 | ) | — | |||||||||||||||
Total assets | $ | 9,696,304 | $ | 9,913,616 | $ | 688,511 | $ | (11,297,608 | ) | $ | 9,000,823 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 563,812 | $ | — | $ | — | $ | — | $ | 563,812 | |||||||||||
Accounts payable | 27,865 | 42,661 | 10,008 | — | 80,534 | ||||||||||||||||
Accrued expenses | 152,950 | 79,629 | 44,319 | (4,967 | ) | 271,931 | |||||||||||||||
Deferred revenue | 93,306 | 7,958 | 31,055 | — | 132,319 | ||||||||||||||||
Deferred income tax liabilities | 59,346 | — | — | (19,536 | ) | 39,810 | |||||||||||||||
Intercompany payables | 2,418,089 | — | 64,411 | (2,482,500 | ) | — | |||||||||||||||
Total current liabilities | 3,315,368 | 130,248 | 149,793 | (2,507,003 | ) | 1,088,406 | |||||||||||||||
Long-term debt, net of current portion | 4,242,098 | — | — | — | 4,242,098 | ||||||||||||||||
Deferred income tax liabilities | 89,085 | 1,435,522 | 10,699 | — | 1,535,306 | ||||||||||||||||
Deferred service obligations—long-term | 11,251 | 3,511 | 12,864 | (2,170 | ) | 25,456 | |||||||||||||||
Other long-term liabilities | 96,990 | 37,598 | 33,456 | — | 168,044 | ||||||||||||||||
Total stockholders’ equity | 1,941,512 | 8,306,737 | 481,699 | (8,788,435 | ) | 1,941,513 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 9,696,304 | $ | 9,913,616 | $ | 688,511 | $ | (11,297,608 | ) | $ | 9,000,823 | ||||||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||
September 29, 2012 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 210,028 | $ | 269,416 | $ | 80,986 | $ | — | $ | 560,430 | |||||||||||
Restricted cash | — | — | 5,696 | — | 5,696 | ||||||||||||||||
Accounts receivable, net | 101,538 | 192,349 | 115,522 | (76 | ) | 409,333 | |||||||||||||||
Inventories | 74,500 | 223,043 | 70,180 | (532 | ) | 367,191 | |||||||||||||||
Deferred income tax assets | 13,578 | — | 617 | (2,480 | ) | 11,715 | |||||||||||||||
Prepaid income taxes | 20,805 | 48,429 | 611 | — | 69,845 | ||||||||||||||||
Prepaid expenses and other current assets | 18,817 | 12,816 | 12,668 | — | 44,301 | ||||||||||||||||
Intercompany receivables | — | 2,094,017 | 55,761 | (2,149,778 | ) | — | |||||||||||||||
Other current assets—assets held-for-sale | — | 67,878 | 26,625 | — | 94,503 | ||||||||||||||||
Total current assets | 439,266 | 2,907,948 | 368,666 | (2,152,866 | ) | 1,563,014 | |||||||||||||||
Property, plant and equipment, net | 26,928 | 379,702 | 101,368 | — | 507,998 | ||||||||||||||||
Intangible assets, net | 24,034 | 4,162,930 | 114,286 | — | 4,301,250 | ||||||||||||||||
Goodwill | 279,956 | 3,522,474 | 140,349 | — | 3,942,779 | ||||||||||||||||
Other assets | 112,339 | 49,036 | 2,406 | (1,714 | ) | 162,067 | |||||||||||||||
Investments in subsidiaries | 9,782,940 | 101,615 | 2,296 | (9,886,851 | ) | — | |||||||||||||||
Total assets | $ | 10,665,463 | $ | 11,123,705 | $ | 729,371 | $ | (12,041,431 | ) | $ | 10,477,108 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 64,435 | $ | — | $ | — | $ | — | $ | 64,435 | |||||||||||
Accounts payable | 29,847 | 43,339 | 14,037 | — | 87,223 | ||||||||||||||||
Accrued expenses | 238,387 | 86,566 | 50,052 | (2,624 | ) | 372,381 | |||||||||||||||
Deferred revenue | 92,234 | 10,307 | 27,147 | — | 129,688 | ||||||||||||||||
Intercompany payables | 2,085,339 | 6,655 | 66,335 | (2,158,329 | ) | — | |||||||||||||||
Other current liabilities—assets held-for-sale | — | 5,520 | 2,102 | — | 7,622 | ||||||||||||||||
Total current liabilities | 2,510,242 | 152,387 | 159,673 | (2,160,953 | ) | 661,349 | |||||||||||||||
Long-term debt, net of current portion | 4,971,179 | — | — | — | 4,971,179 | ||||||||||||||||
Deferred income tax liabilities | 180,916 | 1,581,833 | 8,836 | — | 1,771,585 | ||||||||||||||||
Deferred service obligations—long-term | 7,536 | 1,160 | 7,601 | (2,583 | ) | 13,714 | |||||||||||||||
Other long-term liabilities | 34,559 | 30,587 | 34,504 | (1,400 | ) | 98,250 | |||||||||||||||
Total stockholders’ equity | 2,961,031 | 9,357,738 | 518,757 | (9,876,495 | ) | 2,961,031 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 10,665,463 | $ | 11,123,705 | $ | 729,371 | $ | (12,041,431 | ) | $ | 10,477,108 | ||||||||||
Schedule of Consolidating Statement of Cash Flows | ' | ||||||||||||||||||||
CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||
For the Year Ended September 28, 2013 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
OPERATING ACTIVITIES | |||||||||||||||||||||
Net cash provided by operating activities | $ | 237,354 | $ | 205,034 | $ | 51,434 | $ | — | $ | 493,822 | |||||||||||
INVESTING ACTIVITIES | |||||||||||||||||||||
Acquisition of businesses | (6,053 | ) | — | (220 | ) | — | (6,273 | ) | |||||||||||||
Payment of additional acquisition consideration | (16,808 | ) | — | — | — | (16,808 | ) | ||||||||||||||
Proceeds from sale of business, net of cash transferred | — | 83,646 | 1,488 | — | 85,134 | ||||||||||||||||
Purchase of property and equipment | (15,480 | ) | (23,345 | ) | (10,129 | ) | — | (48,954 | ) | ||||||||||||
Increase in equipment under customer usage agreements | (464 | ) | (24,443 | ) | (16,269 | ) | — | (41,176 | ) | ||||||||||||
Purchase of insurance contracts | (4,000 | ) | — | — | — | (4,000 | ) | ||||||||||||||
Proceeds from sale of intellectual property | — | 60,000 | — | — | 60,000 | ||||||||||||||||
Purchase of cost-method investments | (3,500 | ) | (225 | ) | — | — | (3,725 | ) | |||||||||||||
Sale of cost-method investments | 2,104 | — | — | — | 2,104 | ||||||||||||||||
Investment in subsdiaries | — | 1,812 | (1,812 | ) | — | — | |||||||||||||||
Increase in other assets | (2,097 | ) | (4,209 | ) | (1,242 | ) | — | (7,548 | ) | ||||||||||||
Net cash provided by (used in) investing activities | (46,298 | ) | 93,236 | (28,184 | ) | — | 18,754 | ||||||||||||||
FINANCING ACTIVITIES | |||||||||||||||||||||
Repayment of long-term debt | (265,000 | ) | — | — | — | (265,000 | ) | ||||||||||||||
Payment of debt issuance cost | (9,440 | ) | (9,440 | ) | |||||||||||||||||
Payment of contingent consideration | (42,958 | ) | — | — | — | (42,958 | ) | ||||||||||||||
Deferred acquisition consideration | (1,655 | ) | — | — | — | (1,655 | ) | ||||||||||||||
Net proceeds from issuance of common stock pursuant to employee stock plans | 75,100 | — | — | — | 75,100 | ||||||||||||||||
Excess tax benefit related to equity awards | 7,439 | — | — | — | 7,439 | ||||||||||||||||
Payment of employee restricted stock minimum tax withholdings | (12,256 | ) | — | — | — | (12,256 | ) | ||||||||||||||
Intercompany dividend | 169,209 | (175,000 | ) | 5,791 | — | — | |||||||||||||||
Net cash used in (provided by) financing activities | (79,561 | ) | (175,000 | ) | 5,791 | — | (248,770 | ) | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | (5,264 | ) | 3,518 | — | (1,746 | ) | ||||||||||||||
Net increase in cash and cash equivalents | 111,495 | 118,006 | 32,559 | — | 262,060 | ||||||||||||||||
Cash and cash equivalents, beginning of period | 210,028 | 269,416 | 80,986 | — | 560,430 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 321,523 | $ | 387,422 | $ | 113,545 | $ | — | $ | 822,490 | |||||||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||
For the Year Ended September 29, 2012 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
OPERATING ACTIVITIES | |||||||||||||||||||||
Net cash provided by operating activities | $ | 236,063 | $ | 104,167 | $ | 29,992 | $ | — | $ | 370,222 | |||||||||||
INVESTING ACTIVITIES | |||||||||||||||||||||
Acquisition of business, net of cash acquired | (3,971,970 | ) | 196,771 | 12,796 | — | (3,762,403 | ) | ||||||||||||||
Payment of additional acquisition consideration | (8,858 | ) | — | (926 | ) | — | (9,784 | ) | |||||||||||||
Proceeds from sale of intellectual property | — | 12,500 | — | — | 12,500 | ||||||||||||||||
Purchase of property and equipment | (13,247 | ) | (12,444 | ) | (7,458 | ) | — | (33,149 | ) | ||||||||||||
Increase in equipment under customer usage agreements | — | (30,735 | ) | (14,889 | ) | — | (45,624 | ) | |||||||||||||
Acquisition of in-process research and development assets | (4,500 | ) | — | — | — | (4,500 | ) | ||||||||||||||
Purchase of cost-method investment | — | (250 | ) | — | — | (250 | ) | ||||||||||||||
Increase in other assets | (558 | ) | (2,230 | ) | (4,786 | ) | — | (7,574 | ) | ||||||||||||
Net cash (used in) provided by investing activities | (3,999,133 | ) | 163,612 | (15,263 | ) | — | (3,850,784 | ) | |||||||||||||
FINANCING ACTIVITIES | |||||||||||||||||||||
Proceeds from long-term debt | 3,476,320 | — | — | — | 3,476,320 | ||||||||||||||||
Payment of debt issuance costs | (81,408 | ) | — | — | — | (81,408 | ) | ||||||||||||||
Payment of contingent consideration | (51,680 | ) | — | — | — | (51,680 | ) | ||||||||||||||
Payment of deferred acquisition consideration | (44,223 | ) | — | — | — | (44,223 | ) | ||||||||||||||
Net proceeds from issuance of common stock pursuant to employee stock plans | 28,594 | — | — | — | 28,594 | ||||||||||||||||
Excess tax benefit related to equity awards | 6,206 | — | — | — | 6,206 | ||||||||||||||||
Payment of employee restricted stock minimum tax withholdings | (5,710 | ) | — | — | — | (5,710 | ) | ||||||||||||||
Net cash provided by financing activities | 3,328,099 | — | — | — | 3,328,099 | ||||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | 302 | 1,637 | (1,378 | ) | — | 561 | |||||||||||||||
Net (decrease) increase in cash and cash equivalents | (434,669 | ) | 269,416 | 13,351 | — | (151,902 | ) | ||||||||||||||
Cash and cash equivalents, beginning of period | 644,697 | — | 67,635 | — | 712,332 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 210,028 | $ | 269,416 | $ | 80,986 | $ | — | $ | 560,430 | |||||||||||
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||
For the Year Ended September 24, 2011 | |||||||||||||||||||||
Parent/Issuer | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
OPERATING ACTIVITIES | |||||||||||||||||||||
Net cash provided by operating activities | $ | 431,353 | $ | 9,040 | $ | 15,631 | $ | — | $ | 456,024 | |||||||||||
INVESTING ACTIVITIES | |||||||||||||||||||||
Acquisition of business, net of cash acquired | (240,917 | ) | 9,070 | 33,103 | — | (198,744 | ) | ||||||||||||||
Payment of additional acquisition consideration | (19,660 | ) | — | — | — | (19,660 | ) | ||||||||||||||
Divestiture activities, net of cash transferred | 1,138 | — | 1,129 | — | 2,267 | ||||||||||||||||
Proceeds from sale of intellectual property | 750 | 12,500 | — | — | 13,250 | ||||||||||||||||
Purchase of property and equipment | (11,512 | ) | (8,646 | ) | (7,627 | ) | — | (27,785 | ) | ||||||||||||
Increase in equipment under customer usage agreements | (1,121 | ) | (17,361 | ) | (9,396 | ) | — | (27,878 | ) | ||||||||||||
Purchase of licensed technology and other intangible assets | — | (3,021 | ) | — | — | (3,021 | ) | ||||||||||||||
Purchase of insurance contracts | (5,322 | ) | — | — | — | (5,322 | ) | ||||||||||||||
Purchase of cost-method investment | — | (99 | ) | — | — | (99 | ) | ||||||||||||||
Increase in restricted cash | — | — | 405 | — | 405 | ||||||||||||||||
Net cash (used in) provided by investing activities | (276,644 | ) | (7,557 | ) | 17,614 | — | (266,587 | ) | |||||||||||||
FINANCING ACTIVITIES | |||||||||||||||||||||
Repayment of long-term debt and notes payable | — | (1,362 | ) | — | — | (1,362 | ) | ||||||||||||||
Payment of debt issuance costs | (5,327 | ) | — | — | — | (5,327 | ) | ||||||||||||||
Payment of contingent consideration | (4,294 | ) | — | — | — | (4,294 | ) | ||||||||||||||
Net proceeds from issuance of common stock pursuant to employee stock plans | 25,404 | — | — | — | 25,404 | ||||||||||||||||
Excess tax benefit related to equity awards | 3,652 | — | — | — | 3,652 | ||||||||||||||||
Payment of employee restricted stock minimum tax withholdings | (10,399 | ) | — | — | — | (10,399 | ) | ||||||||||||||
Net cash provided by (used in) financing activities | 9,036 | (1,362 | ) | — | — | 7,674 | |||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | 48 | (121 | ) | (331 | ) | — | (404 | ) | |||||||||||||
Net increase in cash and cash equivalents | 163,793 | — | 32,914 | — | 196,707 | ||||||||||||||||
Cash and cash equivalents, beginning of period | 480,904 | — | 34,721 | — | 515,625 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 644,697 | $ | — | $ | 67,635 | $ | — | $ | 712,332 | |||||||||||
Operations_Additional_Informat
Operations - Additional Information (Detail) (Gen-Probe Incorporated [Member], USD $) | Aug. 01, 2012 |
In Billions, unless otherwise specified | |
Gen-Probe Incorporated [Member] | ' |
Nature Of Operations [Line Items] | ' |
Debt obtained by the Company to finance the acquisition | $3.50 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 28, 2013 | Jun. 29, 2013 | Sep. 29, 2012 | Dec. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Aug. 01, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Sep. 28, 2013 | |
Customer | Customer | Customer | Customer | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Molecular Diagnostics [Member] | Other reporting units [Member] | Technology-Based Intangible Assets [Member] | Technology-Based Intangible Assets [Member] | Technology-Based Intangible Assets [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | ||||
Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Accounts receivable [Member] | Accounts receivable [Member] | Total revenues [Member] | Total revenues [Member] | Total revenues [Member] | ||||||||||||||||
Reclassifications [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash equivalent maturity period | ' | ' | ' | ' | 'Three months or less | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of customers with balance greater than specified percentage | 0 | ' | 0 | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ' |
Impairment charges on tangible assets | ' | ' | ' | ' | $6,300,000 | $19,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges on long lived assets | 700,000 | ' | ' | ' | 3,700,000 | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property plant and equipment not material charge | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets useful life, minimum | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets useful life, maximum | ' | ' | ' | ' | '30 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired In-process research and development charges | ' | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets from business acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000,000 | 1,570,000,000 | ' | ' | ' | ' | ' | ' | ' |
In-process research and development assets | ' | ' | ' | ' | ' | ' | ' | 117,000,000 | 227,000,000 | 117,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
In-process research and development, value | ' | ' | ' | ' | ' | ' | ' | 93,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total cost of completion of IPR&D projects | ' | ' | ' | ' | ' | ' | ' | 49,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected number of years for project completion | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate assumption for fair value measurement of reporting unit | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of goodwill | 1,100,000,000 | ' | 5,800,000 | ' | 1,117,369,000 | 5,826,000 | ' | ' | ' | ' | 1,100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage used to provide additional disclosure of potential goodwill impairment in the future | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional impairment charge | ' | ' | ' | ' | 195,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reporting unit's goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Damage awarded by jury | ' | ' | ' | 18,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of equity ownership at which cost-method investments would not qualify for cost-method accounting | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other-than-temporary impairment charges | ' | ' | ' | ' | 6,400,000 | 0 | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of investment | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Defined contract term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | '5 years |
Product Warranty Term | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advertising cost | ' | ' | ' | ' | $14,100,000 | $29,800,000 | $29,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Summary of Marketable Securities (Detail) (Equity Securities [Member], USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Equity Securities [Member] | ' | ' |
Schedule Of Marketable Securities [Line Items] | ' | ' |
Cost | $5,931 | $5,931 |
Gross Unrealized Gains | 12,156 | 98 |
Gross Unrealized Losses | ' | ' |
Fair Value | $18,087 | $6,029 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Supplemental Cash Flow Statement Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Accounting Policies [Abstract] | ' | ' | ' |
Cash paid during the period for income taxes | $79,893 | $166,565 | $118,850 |
Cash paid during the period for interest | 192,794 | 55,045 | 36,268 |
Non-Cash Investing Activities: | ' | ' | ' |
Fair value of stock options assumed in the Gen-Probe acquisition | ' | 2,655 | ' |
Additional acquisition contingent consideration accrued | ' | ' | 18,924 |
Non-Cash Financing Activities: | ' | ' | ' |
Fair value of contingent consideration at acquisition | 525 | ' | 86,600 |
Deferred payments for acquisitions | ' | $1,655 | $47,258 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Schedule of Inventories (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ' | ' |
Raw materials | $115,575 | $134,983 |
Work-in-process | 51,171 | 93,218 |
Finished goods | 122,617 | 138,990 |
Inventory net total | $289,363 | $367,191 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipments (Detail) | 12 Months Ended |
Sep. 28, 2013 | |
Building and Improvements [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful life | '35 years |
Building and Improvements [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful life | '40 years |
Equipment and Software [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful life | '3 years |
Equipment and Software [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful life | '10 years |
Equipment Under Customer Usage Agreements [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful life | '3 years |
Equipment Under Customer Usage Agreements [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful life | '8 years |
Furniture and Fixtures [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful life | '5 years |
Furniture and Fixtures [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful life | '7 years |
Leasehold Improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment, estimated useful life | 'Shorter of the Original Term of Lease or Estimated Useful Life |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies - Schedule of Intangible Assets (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | $5,388,889 | $5,363,927 |
Accumulated Amortization | 1,482,167 | 1,062,677 |
Developed Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 4,008,947 | 3,784,689 |
Accumulated Amortization | 1,094,435 | 788,274 |
In-process Research and Development [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 24,000 | 227,000 |
Customer Relationships and Contracts [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 1,101,870 | 1,097,842 |
Accumulated Amortization | 296,481 | 205,612 |
Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 238,103 | 240,092 |
Accumulated Amortization | 81,844 | 60,318 |
Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 13,026 | 11,417 |
Accumulated Amortization | 8,495 | 7,906 |
Business Licenses [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 2,647 | 2,577 |
Accumulated Amortization | 616 | 344 |
Non-Competition Agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 296 | 310 |
Accumulated Amortization | $296 | $223 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies - Schedule of Estimated Amortization Expense (Detail) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Accounting Policies [Abstract] | ' |
Fiscal 2014 | $417,053 |
Fiscal 2015 | 402,177 |
Fiscal 2016 | 388,370 |
Fiscal 2017 | 379,260 |
Fiscal 2018 | $368,505 |
Recovered_Sheet1
Summary of Significant Accounting Policies - Rollforward of Goodwill Activity by Reportable Segments (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Goodwill [Line Items] | ' | ' | ' | ' |
Beginning balance | ' | ' | $3,942,779 | ' |
Impairment charge | -1,100,000 | -5,800 | -1,117,369 | -5,826 |
Disposition of portion of a reporting unit | ' | ' | -1,257 | ' |
Gen-Probe valuation revision adjustment | ' | ' | -15,750 | ' |
Tax adjustments | ' | ' | -856 | ' |
Foreign currency | ' | ' | 265 | ' |
Ending balance | 2,814,528 | 3,942,779 | 2,814,528 | 3,942,779 |
Gen-Probe Incorporated [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Acquisition adjustments | ' | ' | 4,226 | ' |
Chindex Medical Limited [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Acquisition adjustments | ' | ' | 1,798 | ' |
SenoRx, Inc [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Acquisition adjustments | ' | ' | 692 | ' |
Breast Health [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Beginning balance | ' | ' | 635,741 | ' |
Impairment charge | ' | ' | ' | ' |
Foreign currency | ' | ' | -1,866 | ' |
Ending balance | 636,365 | ' | 636,365 | ' |
Breast Health [Member] | Chindex Medical Limited [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Acquisition adjustments | ' | ' | 1,798 | ' |
Breast Health [Member] | SenoRx, Inc [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Acquisition adjustments | ' | ' | 692 | ' |
Diagnostics [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Beginning balance | ' | ' | 2,283,447 | ' |
Impairment charge | ' | ' | -1,117,369 | ' |
Disposition of portion of a reporting unit | ' | ' | -1,257 | ' |
Gen-Probe valuation revision adjustment | ' | ' | -15,750 | ' |
Tax adjustments | ' | ' | -868 | ' |
Foreign currency | ' | ' | 1,125 | ' |
Ending balance | 1,153,554 | ' | 1,153,554 | ' |
Diagnostics [Member] | Gen-Probe Incorporated [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Acquisition adjustments | ' | ' | 4,226 | ' |
GYN Surgical [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Beginning balance | ' | ' | 1,015,466 | ' |
Impairment charge | ' | ' | ' | ' |
Tax adjustments | ' | ' | 12 | ' |
Foreign currency | ' | ' | 978 | ' |
Ending balance | 1,016,456 | ' | 1,016,456 | ' |
Skeletal Health [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Beginning balance | ' | ' | 8,125 | ' |
Foreign currency | ' | ' | 28 | ' |
Ending balance | $8,153 | ' | $8,153 | ' |
Recovered_Sheet2
Summary of Significant Accounting Policies - Rollforward of Accumulated Goodwill Impairment Losses by Reportable Segment (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Goodwill [Line Items] | ' | ' | ' | ' |
Beginning Balance, Accumulated goodwill impairment losses | ' | ' | $2,422,572 | ' |
Impairment charge | 1,100,000 | 5,800 | 1,117,369 | 5,826 |
Ending Balance, Accumulated goodwill impairment losses | 3,539,941 | 2,422,572 | 3,539,941 | 2,422,572 |
Breast Health [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Beginning Balance, Accumulated goodwill impairment losses | ' | ' | 348,419 | ' |
Impairment charge | ' | ' | ' | ' |
Ending Balance, Accumulated goodwill impairment losses | 348,419 | ' | 348,419 | ' |
Diagnostics [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Beginning Balance, Accumulated goodwill impairment losses | ' | ' | 908,349 | ' |
Impairment charge | ' | ' | 1,117,369 | ' |
Ending Balance, Accumulated goodwill impairment losses | 2,025,718 | ' | 2,025,718 | ' |
GYN Surgical [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Beginning Balance, Accumulated goodwill impairment losses | ' | ' | 1,165,804 | ' |
Impairment charge | ' | ' | ' | ' |
Ending Balance, Accumulated goodwill impairment losses | $1,165,804 | ' | $1,165,804 | ' |
Recovered_Sheet3
Summary of Significant Accounting Policies - Schedule of Other Assets (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Accounting Policies [Abstract] | ' | ' |
Deferred financing costs | $60,620 | $82,760 |
Life insurance contracts | 33,864 | 25,978 |
Mutual funds | 6,861 | 6,995 |
Marketable security | 18,087 | 6,029 |
Manufacturing access fees | 15,971 | 18,323 |
Cost-method equity investments | 12,558 | 15,976 |
Other | 15,941 | 6,006 |
Other assets | $163,902 | $162,067 |
Recovered_Sheet4
Summary of Significant Accounting Policies - Components of Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ' | ' |
Foreign currency translation adjustment | $8,584 | $7,211 |
Unrealized gains on available-for-sale securities | 12,156 | 62 |
Minimum pension liability, net of tax of $150 and $207, respectively | -349 | -483 |
Accumulated other comprehensive income | $20,391 | $6,790 |
Recovered_Sheet5
Summary of Significant Accounting Policies - Components of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ' | ' |
Minimum pension liability, tax | $150 | $207 |
Recovered_Sheet6
Summary of Significant Accounting Policies - Accounts Receivable Reserve Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Accounting Policies [Abstract] | ' | ' | ' |
Balance at Beginning of Period | $6,396 | $6,516 | $7,769 |
Charged to Costs and Expenses | 4,296 | 3,270 | 1,614 |
Write- offs and Payments | -1,894 | -3,390 | -2,867 |
Balance at End of Period | $8,798 | $6,396 | $6,516 |
Recovered_Sheet7
Summary of Significant Accounting Policies - Reconciliation of Basic and Diluted Share Amounts (Detail) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Earnings Per Share [Line Items] | ' | ' | ' |
Basic weighted average common shares outstanding | 268,704 | 264,041 | 261,099 |
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock units | ' | ' | 3,206 |
Diluted weighted average common shares outstanding | 268,704 | 264,041 | 264,305 |
Outstanding Stock Options [Member] | ' | ' | ' |
Weighted-average anti-dilutive shares related to: | ' | ' | ' |
Weighted-average anti-dilutive shares | 8,445 | 10,491 | 7,747 |
Restricted Stock Units [Member] | ' | ' | ' |
Weighted-average anti-dilutive shares related to: | ' | ' | ' |
Weighted-average anti-dilutive shares | 1,109 | 1,378 | ' |
Recovered_Sheet8
Summary of Significant Accounting Policies - Product Warranty (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Accounting Policies [Abstract] | ' | ' |
Balance at Beginning of Period | $6,179 | $4,448 |
Provisions | 12,827 | 9,535 |
Acquired | ' | 230 |
Settlements/ Adjustments | -9,748 | -8,034 |
Balance at End of Period | $9,258 | $6,179 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||
Mar. 30, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Jan. 03, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Dec. 31, 2012 | 31-May-13 | Jun. 01, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Aug. 01, 2012 | Jun. 29, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Jan. 06, 2011 | Mar. 30, 2013 | Mar. 24, 2012 | Sep. 28, 2013 | Sep. 24, 2011 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Mar. 30, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Jul. 19, 2011 | Jul. 19, 2011 | Jul. 19, 2011 | Jul. 19, 2011 | Jul. 19, 2011 | Jul. 19, 2011 | |
Property, Plant and Equipment [Member] | Land and Buildings [Member] | Chindex Medical Limited [Member] | SenoRx, Inc [Member] | TCT International Co., Ltd. [Member] | TCT International Co., Ltd. [Member] | TCT International Co., Ltd. [Member] | TCT International Co., Ltd. [Member] | TCT International Co., Ltd. [Member] | TCT International Co., Ltd. [Member] | TCT International Co., Ltd. [Member] | Trade Names [Member] | Customer Relationships [Member] | Business Licenses [Member] | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Interlace Medical, Inc [Member] | Interlace Medical, Inc [Member] | Interlace Medical, Inc [Member] | Interlace Medical, Inc [Member] | Interlace Medical, Inc [Member] | Interlace Medical, Inc [Member] | Interlace Medical, Inc [Member] | Interlace Medical, Inc [Member] | Interlace Medical, Inc [Member] | Interlace Medical, Inc [Member] | Interlace Medical, Inc [Member] | Beijing Healthcome Technology Company, Ltd. [Member] | Beijing Healthcome Technology Company, Ltd. [Member] | Beijing Healthcome Technology Company, Ltd. [Member] | Beijing Healthcome Technology Company, Ltd. [Member] | Beijing Healthcome Technology Company, Ltd. [Member] | Beijing Healthcome Technology Company, Ltd. [Member] | Beijing Healthcome Technology Company, Ltd. [Member] | Beijing Healthcome Technology Company, Ltd. [Member] | ||||||
Y | Y | TCT International Co., Ltd. [Member] | TCT International Co., Ltd. [Member] | TCT International Co., Ltd. [Member] | Minimum [Member] | Maximum [Member] | Developed Technology [Member] | Customer Contract [Member] | Trade Names [Member] | First measurement period [Member] | First measurement period [Member] | Second measurement period [Member] | Developed Technology [Member] | Trade Names [Member] | Minimum [Member] | Maximum [Member] | Developed Technology [Member] | Trade Names [Member] | In-process Research and Development [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net purchase price | ' | ' | ' | ' | ' | ' | ' | $4,400,000 | $2,400,000 | $148,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,972,176,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $213,398,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $82.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount paid to shareholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,800,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount paid to equity award holders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 169,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net debt obtained by the Company to finance the acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,480,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Direct transaction costs incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining fair value of stock options assumed to be recognized as compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate | ' | 0.50% | 0.70% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.41% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years 7 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend yield, rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average fair value of stock options, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.07 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in developed technology | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 135,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in process research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustment to valuation of intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement to sell LIFECODES business to Immucor | ' | ' | ' | ' | 85,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent payment of an additional amount based on future revenue results | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on the sale of LIFECODES business | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held-for-sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,800,000 | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate used for cash flow projections | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' | ' | ' | 10.00% | 12.00% | ' | ' | ' | 15.60% | ' | ' | 12.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27.00% | 30.00% | ' | ' | ' |
In-process research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 117,000,000 | ' | ' | 117,000,000 | 227,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
In-process research and development, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 93,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total cost of completion of IPR&D projects | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected number of years for project completion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-lived intangible assets, estimated useful life, years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '13 years 4 months 24 days | '13 years | '11 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | '13 years | ' | ' | ' | ' | ' | '13 years | '7 years | ' |
Fair value adjustment to increase the carrying amount | ' | ' | ' | ' | ' | 107,900,000 | 70,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue earned by Gen-Probe post-acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 89,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pre-tax income (loss) from Gen-Probe post-acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition of equity interest, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Cash portion of purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | 135,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid | ' | 6,273,000 | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | 3,967,866,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 126,798,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred payment | ' | ' | 1,655,000 | 47,258,000 | ' | ' | ' | ' | ' | 35,000,000 | ' | 47,500,000 | ' | ' | 47,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated working capital adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred payment, period deferred (Years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of Working Capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of annual contingent payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum contingent earn-out payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000,000 | 75,500,000 | 17,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration payments | ' | 42,958,000 | 51,680,000 | 4,294,000 | ' | ' | ' | ' | ' | ' | 87,400,000 | 54,000,000 | ' | 31,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 93,800,000 | 51,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,700,000 | ' | ' | 31,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-lived intangible assets, weighted average useful life, years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 years | '12 years 8 months 12 days | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum additional contingent payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,100,000 | ' | ' | ' |
Contingent consideration arrangements recorded as compensation expense | ' | 80,010,000 | 81,031,000 | 20,002,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,010,000 | 75,459,000 | 17,581,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,600,000 | 300,000 | ' | ' | ' | ' | ' | ' |
Contingent consideration liability, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 86,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration obligation, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,300,000 | ' | 41,800,000 | ' | ' | 86,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration - fair value adjustments | ' | 11,310,000 | 38,466,000 | -8,016,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of contingent consideration classified in the financing section of the statement of cash flows | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,000,000 | 47,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash portion of purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,800,000 | ' | ' | ' | ' | ' |
Finite-lived intangible assets, weighted average useful life, years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | 200,000 | 900,000 |
The excess of the purchase price over the fair value recorded to goodwill | ' | $2,814,528,000 | $3,942,779,000 | ' | ' | ' | ' | ' | ' | $75,161,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,641,020,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $88,081,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,400,000 | ' | ' | ' | ' | ' |
Business_Combinations_Purchase
Business Combinations - Purchase Price Allocation (Detail) (USD $) | 12 Months Ended | 1 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Aug. 01, 2012 | Jan. 06, 2011 |
Gen-Probe Incorporated [Member] | Interlace Medical, Inc [Member] | ||||
Schedule Of Business Acquisitions Purchase Price Allocation [Line Items] | ' | ' | ' | ' | ' |
Cash | $6,273 | ' | ' | $3,967,866 | $126,798 |
Deferred payment | ' | ' | ' | 1,655 | ' |
Contingent consideration | 525 | ' | 86,600 | ' | 86,600 |
Fair value of stock options exchanged | ' | 2,655 | ' | 2,655 | ' |
Total purchase price | ' | ' | ' | $3,972,176 | $213,398 |
Business_Combinations_Componen
Business Combinations - Components of Purchase Price Allocation (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 | Jan. 06, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Aug. 01, 2012 | Jun. 01, 2011 |
In Thousands, unless otherwise specified | Interlace Medical, Inc [Member] | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | Gen-Probe Incorporated [Member] | TCT International Co., Ltd. [Member] | ||
Schedule Of Business Acquisitions Purchase Price Allocation [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | $9,070 | ' | ' | $205,463 | $27,961 |
Accounts receivable | ' | ' | ' | ' | ' | 81,444 | 17,811 |
Inventory | ' | ' | 1,795 | ' | ' | 153,416 | 5,301 |
Property, plant and equipment | ' | ' | ' | ' | ' | 274,095 | 4,710 |
Other assets | ' | ' | ' | ' | ' | 191,971 | ' |
Other tangible assets | ' | ' | 1,291 | ' | ' | ' | 1,082 |
Assets held-for-sale, net | ' | ' | ' | ' | ' | 87,465 | ' |
Accrued taxes | ' | ' | ' | ' | ' | ' | -14,874 |
Accounts payable | ' | ' | ' | ' | ' | -19,671 | ' |
Accounts payable and accrued expenses | ' | ' | -1,988 | ' | ' | ' | -6,641 |
Accrued expenses | ' | ' | ' | ' | ' | -131,623 | ' |
Developed technology | ' | ' | 158,741 | ' | ' | 1,700,000 | ' |
Customer relationships | ' | ' | ' | ' | ' | 585,000 | 45,780 |
Other liabilities | ' | ' | ' | ' | ' | -22,939 | ' |
Business licenses | ' | ' | ' | ' | ' | ' | 2,500 |
Identifiable intangible assets: | ' | ' | ' | ' | ' | ' | ' |
Developed technology | ' | ' | 158,741 | ' | ' | 1,700,000 | ' |
In-process research and development | ' | ' | ' | 117,000 | 227,000 | 117,000 | ' |
Customer contract | ' | ' | ' | ' | ' | 585,000 | 45,780 |
Trade names | ' | ' | 1,750 | ' | ' | 95,000 | 2,110 |
Deferred income taxes, net | ' | ' | ' | ' | ' | -985,465 | ' |
Goodwill | 2,814,528 | 3,942,779 | 88,081 | ' | ' | 1,641,020 | 75,161 |
Trade names | ' | ' | 1,750 | ' | ' | 95,000 | 2,110 |
Deferred taxes, net | ' | ' | -45,342 | ' | ' | ' | -12,473 |
Goodwill | 2,814,528 | 3,942,779 | 88,081 | ' | ' | 1,641,020 | 75,161 |
Purchase Price | ' | ' | $213,398 | ' | ' | $3,972,176 | $148,428 |
Business_Combinations_Assets_G
Business Combinations - Assets Groups Classified as Held For Sale (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Other assets | $2,997 | $94,503 |
Gen-Probe Incorporated [Member] | ' | ' |
Assets: | ' | ' |
Cash | ' | 2,563 |
Accounts receivable | ' | 8,520 |
Inventory | ' | 15,680 |
Property, plant and equipment | ' | 13,259 |
Other assets | ' | 3,083 |
Intangible assets and goodwill | ' | 51,398 |
Total assets held-for-sale | ' | 94,503 |
Liabilities: | ' | ' |
Accrued liabilities | ' | -7,622 |
Net assets held-for-sale | ' | $86,881 |
Business_Combinations_Schedule
Business Combinations - Schedule of Unaudited Pro Forma Information (Detail) (Gen-Probe Incorporated [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 29, 2012 | Sep. 24, 2011 |
Gen-Probe Incorporated [Member] | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' |
Revenue | $2,526,336 | $2,310,384 |
Net loss | ($164,539) | ($127,240) |
Basic and diluted net loss per common share | ($0.62) | ($0.49) |
Restructuring_and_Divestiture_2
Restructuring and Divestiture Charges - Charges Taken Related to Restructuring Actions (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Non-cash impairment charge | ' | ' | ' | ' | $7,667 | $16,901 | ' |
Fiscal 2013 restructuring and divestiture charges | 9,700 | 6,700 | 12,500 | 16,700 | 32,805 | 17,515 | -71 |
Fiscal 2012 Charges [Member] | Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Non-cash impairment charge | ' | ' | ' | ' | ' | 16,901 | ' |
Purchase orders and other contractual obligations | ' | ' | ' | ' | ' | 3,099 | ' |
Workforce reductions | ' | ' | ' | ' | ' | 15,249 | ' |
Facility closure costs | ' | ' | ' | ' | ' | 430 | ' |
Other | ' | ' | ' | ' | ' | 900 | ' |
Total fiscal charges | ' | ' | ' | ' | ' | 36,579 | ' |
Recorded to cost of product sales | ' | ' | ' | ' | ' | 19,064 | ' |
Recorded to restructuring | ' | ' | ' | ' | ' | 17,515 | ' |
Fiscal 2013 Charges [Member] | Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Non-cash impairment charge | ' | ' | ' | ' | 54 | ' | ' |
Workforce reductions | ' | ' | ' | ' | 31,214 | ' | ' |
Facility closure costs | ' | ' | ' | ' | 550 | ' | ' |
Other | ' | ' | ' | ' | 929 | ' | ' |
Total fiscal charges | ' | ' | ' | ' | 32,693 | ' | ' |
Divestiture net charges | ' | ' | ' | ' | 112 | ' | ' |
Fiscal 2013 restructuring and divestiture charges | ' | ' | ' | ' | 32,805 | ' | ' |
Abandonment of Adiana Product Line [Member] | Fiscal 2012 Charges [Member] | Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Non-cash impairment charge | ' | ' | ' | ' | ' | 16,316 | ' |
Purchase orders and other contractual obligations | ' | ' | ' | ' | ' | 3,099 | ' |
Workforce reductions | ' | ' | ' | ' | ' | 128 | ' |
Total fiscal charges | ' | ' | ' | ' | ' | 19,543 | ' |
Recorded to cost of product sales | ' | ' | ' | ' | ' | 19,064 | ' |
Recorded to restructuring | ' | ' | ' | ' | ' | 479 | ' |
Consolidation of Diagnostics Operations [Member] | Fiscal 2012 Charges [Member] | Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Non-cash impairment charge | ' | ' | ' | ' | ' | 585 | ' |
Workforce reductions | ' | ' | ' | ' | ' | 14,202 | ' |
Total fiscal charges | ' | ' | ' | ' | ' | 14,787 | ' |
Recorded to restructuring | ' | ' | ' | ' | ' | 14,787 | ' |
Consolidation of Diagnostics Operations [Member] | Fiscal 2013 Charges [Member] | Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Workforce reductions | ' | ' | ' | ' | 13,950 | ' | ' |
Total fiscal charges | ' | ' | ' | ' | 13,950 | ' | ' |
Fiscal 2013 restructuring and divestiture charges | ' | ' | ' | ' | 13,950 | ' | ' |
Closure of Indianapolis Facility [Member] | Fiscal 2012 Charges [Member] | Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Workforce reductions | ' | ' | ' | ' | ' | 879 | ' |
Other | ' | ' | ' | ' | ' | 900 | ' |
Total fiscal charges | ' | ' | ' | ' | ' | 1,779 | ' |
Recorded to restructuring | ' | ' | ' | ' | ' | 1,779 | ' |
Closure of Indianapolis Facility [Member] | Fiscal 2013 Charges [Member] | Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Workforce reductions | ' | ' | ' | ' | 4,805 | ' | ' |
Facility closure costs | ' | ' | ' | ' | 173 | ' | ' |
Other | ' | ' | ' | ' | 651 | ' | ' |
Total fiscal charges | ' | ' | ' | ' | 5,629 | ' | ' |
Fiscal 2013 restructuring and divestiture charges | ' | ' | ' | ' | 5,629 | ' | ' |
Fiscal 2013 Actions [Member] | Fiscal 2013 Charges [Member] | Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Workforce reductions | ' | ' | ' | ' | 11,332 | ' | ' |
Other | ' | ' | ' | ' | 42 | ' | ' |
Total fiscal charges | ' | ' | ' | ' | 11,374 | ' | ' |
Fiscal 2013 restructuring and divestiture charges | ' | ' | ' | ' | 11,374 | ' | ' |
Other Operating Cost Reductions [Member] | Fiscal 2012 Charges [Member] | Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Workforce reductions | ' | ' | ' | ' | ' | 40 | ' |
Facility closure costs | ' | ' | ' | ' | ' | 430 | ' |
Total fiscal charges | ' | ' | ' | ' | ' | 470 | ' |
Recorded to restructuring | ' | ' | ' | ' | ' | 470 | ' |
Other Operating Cost Reductions [Member] | Fiscal 2013 Charges [Member] | Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Non-cash impairment charge | ' | ' | ' | ' | 54 | ' | ' |
Workforce reductions | ' | ' | ' | ' | 1,127 | ' | ' |
Facility closure costs | ' | ' | ' | ' | 377 | ' | ' |
Other | ' | ' | ' | ' | 236 | ' | ' |
Total fiscal charges | ' | ' | ' | ' | 1,740 | ' | ' |
Fiscal 2013 restructuring and divestiture charges | ' | ' | ' | ' | $1,740 | ' | ' |
Restructuring_and_Divestiture_3
Restructuring and Divestiture Charges - Charges Taken Related to Accrued Restructuring Actions (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Non-cash impairment charges | ($7,667) | ($16,901) |
Fiscal 2012 Charges [Member] | Restructuring [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total fiscal charges | ' | 36,579 |
Non-cash impairment charges | ' | -16,901 |
Stock compensation | ' | -3,500 |
Severance payments | ' | -2,629 |
Other payments | ' | -3,002 |
Acquired | ' | 83 |
Foreign exchange and other adjustments | ' | 113 |
Balance | ' | 10,743 |
Fiscal 2013 Charges [Member] | Restructuring [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total fiscal charges | 32,693 | ' |
Non-cash impairment charges | -54 | ' |
Stock compensation | -7,917 | ' |
Severance payments | -21,438 | ' |
Other payments | -1,678 | ' |
Foreign exchange and other adjustments | -10 | ' |
Balance | 12,339 | ' |
Abandonment of Adiana Product Line [Member] | Fiscal 2012 Charges [Member] | Restructuring [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total fiscal charges | ' | 19,543 |
Non-cash impairment charges | ' | -16,316 |
Severance payments | ' | -128 |
Other payments | ' | -2,572 |
Balance | ' | 527 |
Abandonment of Adiana Product Line [Member] | Fiscal 2013 Charges [Member] | Restructuring [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Other payments | -527 | ' |
Consolidation of Diagnostics Operations [Member] | Fiscal 2012 Charges [Member] | Restructuring [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total fiscal charges | ' | 14,787 |
Non-cash impairment charges | ' | -585 |
Stock compensation | ' | -3,500 |
Severance payments | ' | -2,423 |
Acquired | ' | 83 |
Foreign exchange and other adjustments | ' | 22 |
Balance | ' | 8,384 |
Consolidation of Diagnostics Operations [Member] | Fiscal 2013 Charges [Member] | Restructuring [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total fiscal charges | 13,950 | ' |
Stock compensation | -6,322 | ' |
Severance payments | -13,068 | ' |
Foreign exchange and other adjustments | -2 | ' |
Balance | 2,942 | ' |
Closure of Indianapolis Facility [Member] | Fiscal 2012 Charges [Member] | Restructuring [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total fiscal charges | ' | 1,779 |
Balance | ' | 1,779 |
Closure of Indianapolis Facility [Member] | Fiscal 2013 Charges [Member] | Restructuring [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total fiscal charges | 5,629 | ' |
Severance payments | -3,048 | ' |
Other payments | -566 | ' |
Balance | 3,794 | ' |
Fiscal 2013 Actions [Member] | Fiscal 2013 Charges [Member] | Restructuring [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total fiscal charges | 11,374 | ' |
Stock compensation | -1,595 | ' |
Severance payments | -4,425 | ' |
Other payments | -25 | ' |
Foreign exchange and other adjustments | -14 | ' |
Balance | 5,315 | ' |
Other Operating Cost Reductions [Member] | Fiscal 2012 Charges [Member] | Restructuring [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total fiscal charges | ' | 470 |
Severance payments | ' | -78 |
Other payments | ' | -430 |
Foreign exchange and other adjustments | ' | 91 |
Balance | ' | 53 |
Other Operating Cost Reductions [Member] | Fiscal 2013 Charges [Member] | Restructuring [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total fiscal charges | 1,740 | ' |
Non-cash impairment charges | -54 | ' |
Severance payments | -897 | ' |
Other payments | -560 | ' |
Foreign exchange and other adjustments | 6 | ' |
Balance | $288 | ' |
Restructuring_and_Divestiture_4
Restructuring and Divestiture Charges - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||||||
Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Mar. 24, 2012 | Sep. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Mar. 24, 2012 | Sep. 29, 2012 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Mar. 24, 2012 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | |
Indiana [Member ] | Indiana [Member ] | Subsequent Event [Member] | Restructuring [Member] | Restructuring [Member] | Abandonment of Adiana Product Line [Member] | Abandonment of Adiana Product Line [Member] | Consolidation of Diagnostics Operations [Member] | Consolidation of Diagnostics Operations [Member] | Consolidation of Diagnostics Operations [Member] | Consolidation of Diagnostics Operations [Member] | Site Closure Costs [Member] | One-time Termination Benefits [Member] | Other Operating Cost Reductions [Member] | Other Operating Cost Reductions [Member] | Closure of Indianapolis Facility [Member] | Closure of Indianapolis Facility [Member] | Closure of Indianapolis Facility [Member] | Employee Severance [Member] | |||||||||
Restructuring [Member] | Employees | Restructuring [Member] | |||||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Divestiture charges | ' | ' | ' | $18,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $18,300,000 | $19,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges - cost of product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other restructuring charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges related to inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges related to manufacturing equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Charges related to outstanding contractual obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Severance charge | ' | 4,600,000 | ' | ' | 300,000 | ' | ' | ' | ' | ' | 4,600,000 | ' | ' | ' | 100,000 | 900,000 | 3,200,000 | 13,300,000 | 10,800,000 | ' | 1,100,000 | 100,000 | ' | 900,000 | ' | 4,800,000 | 6,800,000 |
Restructuring charges not recorded in cost of product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' | ' | 52,307,000 | 40,572,000 | 35,472,000 | ' | ' | ' | 9,029,000 | 3,500,000 | ' | ' | ' | ' | 3,500,000 | 6,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Employee retention program, payments in cash | ' | ' | 9,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated aggregate severance charges | ' | 5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,400,000 | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' |
Exiting charges | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | 800,000 | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000 |
Number of employees affected | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | ' | ' | ' | ' | ' | ' | ' |
Impairment charges | ' | ' | ' | ' | ' | 7,667,000 | 16,901,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' |
Lease obligation charge and write-off of related leaseholds | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Charges related to termination of lease | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' |
Impairment charges for assets held for sale | 700,000 | ' | ' | ' | ' | 3,700,000 | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held for sale, sales value | 3,000,000 | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held-for-sale inventory and equipment | 2,400,000 | ' | ' | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held-for-sale Goodwill | 600,000 | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on the sale of LIFECODES business | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disposition charges | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of minor non-core product line | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net gain on sale of minor non-core product line | ' | ' | ' | ' | $400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings_and_Credit_Arrangem2
Borrowings and Credit Arrangements - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 10, 2010 | Sep. 28, 2013 | Mar. 30, 2013 | Mar. 24, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Aug. 01, 2012 | Aug. 01, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 10, 2007 | Sep. 28, 2013 | Dec. 10, 2007 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Aug. 02, 2013 | Sep. 28, 2013 | Aug. 02, 2013 | Aug. 02, 2013 | Aug. 02, 2013 | Aug. 02, 2013 | Dec. 24, 2011 | Nov. 18, 2010 | Nov. 18, 2010 | Mar. 24, 2012 | Feb. 29, 2012 | Feb. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Dec. 10, 2010 | Sep. 28, 2013 | Sep. 28, 2013 | Nov. 14, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Feb. 14, 2013 | Feb. 14, 2013 |
Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Term Loan A [Member] | Term Loan A [Member] | Term Loan A [Member] | Term Loan A [Member] | Term Loan A [Member] | Term Loan A [Member] | Term Loan B [Member] | Term Loan B [Member] | Term Loan B [Member] | Term Loan B [Member] | Term Loan B [Member] | Term Loan B [Member] | Term Loan B [Member] | Term Loan B [Member] | November 18, 2010 [Member] | November 18, 2010 [Member] | November 18, 2010 [Member] | February 29, 2012 [Member] | February 29, 2012 [Member] | February 29, 2012 [Member] | 2007 Notes [Member] | 2007 Notes [Member] | 2007 Notes [Member] | 2007 Notes [Member] | 2007 Notes [Member] | 2007 Notes [Member] | 2010 Notes [Member] | 2010 Notes [Member] | 2010 Notes [Member] | 2010 Notes [Member] | 2010 Notes [Member] | 2010 Notes [Member] | 2012 Notes [Member] | 2012 Notes [Member] | 2012 Notes [Member] | 2012 Notes [Member] | 2012 Notes [Member] | December 15, 2017 [Member] | Thereafter [Member] | 2013 Notes [Member] | 2013 Notes [Member] | 2013 Notes [Member] | 2013 Notes [Member] | Revolving Facility [Member] | February 14, 2013 [Member] | February 14, 2013 [Member] | ||||||||
2007 Notes [Member] | 2013 Notes [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Credit Agreement [Member] | Convertible Notes [Member] | Convertible Notes [Member] | |||||||||||||||||||||||||
Minimum [Member] | Maximum [Member] | Percentage Added to Base Rate [Member] | Percentage Added to Eurodollar Rate [Member] | Percentage Added to Base Rate [Member] | Percentage Added to Eurodollar Rate [Member] | Base Rate Floor [Member] | Eurodollar Rate Floor [Member] | 2007 Notes [Member] | 2007 Notes [Member] | Minimum [Member] | Maximum [Member] | Subsequent Event [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | 2013 Notes [Member] | 2013 Notes [Member] | Minimum [Member] | Maximum [Member] | 2007 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Schedule Of Borrowings [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying value of debt | ' | $4,805,910,000 | ' | ' | $4,805,910,000 | $5,035,614,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facilities maximum borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' |
Debt instrument maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Aug-20 | ' | ' | ' | ' | ' | 1-Aug-17 | ' | ' | ' | ' | ' | ' | ' | ' | 1-Aug-19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Aug-17 | ' | ' |
Financing in an aggregate amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,800,000,000 | 1,000,000,000 | ' | ' | ' | ' | 1,725,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000,000 | ' | 500,000,000 | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 370,000,000 | 370,000,000 |
Borrowed principal under credit agreement | ' | ' | ' | ' | ' | ' | ' | 2,240,000,000 | 2,240,000,000 | ' | 2,500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing in an aggregate amount | ' | ' | ' | ' | ' | ' | ' | ' | 2,410,000,000 | ' | ' | 987,400,000 | ' | ' | 1,690,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable margin on refinanced Term Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable margin on refinanced Revolving Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument base rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 2.00% | ' | ' | ' | ' | ' | 1.75% | 2.75% | 2.00% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt extinguishment gain loss | ' | 6,000,000 | 3,200,000 | 42,300,000 | -9,209,000 | -42,347,000 | -29,891,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | 29,900,000 | ' | ' | 42,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,900,000 | ' | ' | ' | ' | 42,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' |
Refinancing issuance costs | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Direct third-party costs | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Guarantors capital stock | ' | ' | ' | ' | ' | ' | ' | 65.00% | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal payments under Term Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal payments under Term Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rates, Borrowings outstanding under the credit agreement | ' | ' | ' | ' | ' | ' | ' | 3.70% | 3.70% | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rates under Term Loans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.20% | ' | ' | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 107,600,000 | 18,400,000 | ' | ' | 63,900,000 | 10,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash interest expense amortization of debt discount and deferred financing costs | ' | ' | ' | ' | 81,177,000 | 74,974,000 | 76,814,000 | ' | 14,500,000 | 2,400,000 | ' | ' | 1,600,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum net leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | 7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum interest coverage ratio | ' | ' | ' | ' | ' | ' | ' | 3.25 | 3.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in interest coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | 3.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.25% | ' | ' | ' | ' | 2.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | 2.00% | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' |
Maturity period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2020 | ' | ' | '2037 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2037 | ' | ' | '2042 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2043 | ' |
Offering price of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amounts redeemed, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price equal to the aggregate principal amount so redeemed plus accrued and unpaid interest, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 106.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price of notes on or after: August 1, 2015 through July 31, 2016 of par value , percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price of notes on or after: August 1, 2016 through July 31, 2017 of par value, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 102.08% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price of notes on or after: August 1, 2017 through July 31, 2018 of par value, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.04% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption Price of notes on or after: August 1, 2018 and thereafter of par value, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage price of principal amount for repurchase of Senior notes in a change-in-control | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption Price of Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal payable, beginning date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Dec-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of outstanding notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rate principal accretion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | 2.00% | ' | ' | 4.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' |
Percent by which trading price of notes exceeds accreted principal resulting in contingent interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120.00% | ' | ' | ' | ' | ' | ' | ' | 120.00% | ' | ' | ' | ' | 120.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $38.59 | ' | ' | ' | ' | ' | $23.03 | ' | ' | ' | ' | ' | $31.18 | ' | ' | ' | ' | ' | ' | $38.59 | ' | ' | ' | ' | ' | ' |
Sales price exceeds conversion price, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130.00% | ' | ' | ' | ' | ' | 130.00% | ' | ' | ' | ' | ' | 130.00% | ' | ' | ' | ' | ' | ' | 130.00% | ' | ' | ' | ' | ' | ' |
Maximum number of days the sales price exceeds sales price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | '30 days | ' | ' | ' | ' | ' | '20 days | '30 days | ' | ' | ' | '20 days | '30 days | ' | ' | ' | ' | '20 days | '30 days | ' | ' | ' |
Percent of trading price per note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' |
Conversion description of notes in to common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'During the five business day period after any five consecutive trading day period | ' | ' | ' | ' | ' | ' | ' | 'During the five business day period after any five consecutive trading day period | ' | ' | ' | ' | 'During the five business day period after any five consecutive trading day period | ' | ' | ' | ' | ' | 'During the five business day period after any five consecutive trading day period | ' | ' | ' | ' | ' |
Non convertible common stock in excess of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid to satisfy conversion obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of liability component of convertible notes at issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,256,000,000 | ' | ' | ' | 349,000,000 | ' | ' | ' | ' | ' | 454,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated effective interest rate | 7.62% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | 6.52% | ' | ' | ' | ' | ' | 3.72% | ' | ' | ' | ' | ' | ' | ' | 5.42% | ' | ' | ' | ' | ' |
Fair value of conversion option | ' | ' | ' | ' | 20,045,000 | 23,012,000 | 34,699,000 | ' | ' | ' | ' | ' | ' | ' | ' | 32,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 468,900,000 | ' | ' | ' | ' | ' | 97,300,000 | ' | ' | ' | ' | ' | 79,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes exchange loss on debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,000,000 | ' | ' | ' | ' | ' | 39,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-off of debt issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, effective interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.46% | ' | ' | ' | ' | ' | 2.89% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation to the reacquisition of the equity component | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,900,000 | ' | ' | ' | ' | ' | 41,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Cash flow present value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' |
Percent of change in the fair value of the conversion option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' |
Gain or loss from exchange | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' |
Direct cost incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of days to remedy of the convertible notes | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extension fee percentage | ' | 0.25% | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares to convertible note holders | ' | 75.6 | ' | ' | 75.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings_and_Credit_Arrangem3
Borrowings and Credit Arrangements - Company's Borrowings (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Schedule Of Borrowings [Line Items] | ' | ' |
Convertible Notes | $400,133 | ' |
Current debt obligations, net of debt discount | 563,812 | 64,435 |
Convertible Notes | 1,187,992 | 1,558,660 |
Total long-term debt obligations | 4,242,098 | 4,971,179 |
Total debt obligations | 4,805,910 | 5,035,614 |
Term Loan A [Member] | ' | ' |
Schedule Of Borrowings [Line Items] | ' | ' |
Current debt obligations, net of debt discount | 49,713 | 49,582 |
Long-term debt obligations, net of debt discount | 894,834 | 942,065 |
Term Loan B [Member] | ' | ' |
Schedule Of Borrowings [Line Items] | ' | ' |
Current debt obligations, net of debt discount | 113,966 | 14,853 |
Long-term debt obligations, net of debt discount | 1,159,272 | 1,470,454 |
Senior Notes [Member] | ' | ' |
Schedule Of Borrowings [Line Items] | ' | ' |
Long-term debt obligations, net of debt discount | $1,000,000 | $1,000,000 |
Borrowings_and_Credit_Arrangem4
Borrowings and Credit Arrangements - Debt Maturity Schedule for Components of Company's Obligations (Detail) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Schedule Of Borrowings [Line Items] | ' |
2014 | $570,000 |
2015 | 115,000 |
2016 | 215,000 |
2017 | 1,065,000 |
2018 | 894,225 |
2019 and Thereafter | 2,110,000 |
Total | 4,969,225 |
Term Loan A [Member] | ' |
Schedule Of Borrowings [Line Items] | ' |
2014 | 50,000 |
2015 | 100,000 |
2016 | 200,000 |
2017 | 600,000 |
Total | 950,000 |
Term Loan B [Member] | ' |
Schedule Of Borrowings [Line Items] | ' |
2014 | 115,000 |
2015 | 15,000 |
2016 | 15,000 |
2017 | 15,000 |
2018 | 15,000 |
2019 and Thereafter | 1,110,000 |
Total | 1,285,000 |
Senior Notes [Member] | ' |
Schedule Of Borrowings [Line Items] | ' |
2019 and Thereafter | 1,000,000 |
Total | 1,000,000 |
Convertible Notes [Member] | ' |
Schedule Of Borrowings [Line Items] | ' |
2014 | 405,000 |
2017 | 450,000 |
2018 | 879,225 |
Total | $1,734,225 |
Borrowings_and_Credit_Arrangem5
Borrowings and Credit Arrangements - Debt Maturity Schedule for Components of Company's Obligations (Parenthetical) (Detail) (Term Loan B [Member], USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 28, 2013 |
Term Loan B [Member] | ' |
Schedule Of Borrowings [Line Items] | ' |
Debt Early Pay down | $100 |
Borrowings_and_Credit_Arrangem6
Borrowings and Credit Arrangements - Convertible Notes and Related Equity Components (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
2007 Notes [Member] | ' | ' |
Schedule Of Borrowings [Line Items] | ' | ' |
Notes principal amount | $405,000 | $775,000 |
Unamortized discount | -4,867 | -50,591 |
Net carrying amount | 400,133 | 724,409 |
Equity component, net of taxes | 121,496 | 233,353 |
2010 Notes [Member] | ' | ' |
Schedule Of Borrowings [Line Items] | ' | ' |
Notes principal amount | 450,000 | 450,000 |
Unamortized discount | -58,310 | -74,062 |
Net carrying amount | 391,690 | 375,938 |
Equity component, net of taxes | 60,054 | 60,054 |
2012 Notes [Member] | ' | ' |
Schedule Of Borrowings [Line Items] | ' | ' |
Notes principal amount | 500,000 | 500,000 |
Unamortized discount | -34,630 | -41,687 |
Net carrying amount | 465,370 | 458,313 |
Equity component, net of taxes | 49,195 | 49,195 |
2013 Notes [Member] | ' | ' |
Schedule Of Borrowings [Line Items] | ' | ' |
Notes principal amount | 370,000 | ' |
Principal accretion | 9,225 | ' |
Unamortized discount | -48,293 | ' |
Net carrying amount | 330,932 | ' |
Equity component, net of taxes | $131,451 | ' |
Borrowings_and_Credit_Arrangem7
Borrowings and Credit Arrangements - Interest Expense under Convertible Notes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Debt Conversion [Line Items] | ' | ' | ' |
Non-cash interest expense | $81,177 | $74,974 | $76,814 |
Convertible Notes Payable [Member] | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' |
Amortization of debt discount | 52,732 | 68,532 | 72,908 |
Amortization of deferred financing costs | 3,048 | 3,828 | 3,906 |
Principal accretion | 9,225 | ' | ' |
Non-cash interest expense | 65,005 | 72,360 | 76,814 |
2.00% accrued interest | 34,376 | 34,898 | 34,427 |
Interest expense, net | $99,381 | $107,258 | $111,241 |
Borrowings_and_Credit_Arrangem8
Borrowings and Credit Arrangements - Interest Expense under Convertible Notes (Parenthetical) (Detail) (Convertible Notes Payable [Member]) | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Convertible Notes Payable [Member] | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' |
Percentage of accrued interest on Convertible Notes | 2.00% | 2.00% | 2.00% |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Aug. 01, 2012 | |
Molecular Diagnostics [Member] | Mammosite [Member] | Credit Agreement [Member] | Credit Agreement [Member] | ||||||
Fair Value Measurement [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents, fair value | ' | $300,000 | ' | $300,000 | ' | ' | ' | ' | ' |
Impairment of goodwill | 1,100,000,000 | 5,800,000 | 1,117,369,000 | 5,826,000 | ' | 1,100,000,000 | 5,800,000 | ' | ' |
Cost-method equity investments in non-publicly traded securities | 12,600,000 | 16,000,000 | 12,600,000 | 16,000,000 | ' | ' | ' | ' | ' |
Other-than-temporary impairment charge | ' | ' | 6,400,000 | ' | 2,400,000 | ' | ' | ' | ' |
Borrowed principal under credit agreement | ' | ' | ' | ' | ' | ' | ' | 2,240,000,000 | 2,500,000,000 |
Fair value of Senior Notes | $1,050,000,000 | ' | $1,050,000,000 | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | $24,948 | $13,339 |
Liabilities: | ' | ' |
Liabilities measured at fair value on a recurring basis | 42,391 | 118,450 |
Money Market Funds [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | ' | 315 |
Equity Securities [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | 18,087 | 6,029 |
Mutual Funds [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | 6,861 | 6,995 |
Deferred Compensation Liabilities [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities measured at fair value on a recurring basis | 38,611 | 32,082 |
Contingent Consideration [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities measured at fair value on a recurring basis | 3,780 | 86,368 |
Quoted Prices in Active Market for Identical Assets (Level 1) [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | 24,948 | 13,339 |
Liabilities: | ' | ' |
Liabilities measured at fair value on a recurring basis | 38,611 | 32,082 |
Quoted Prices in Active Market for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | ' | 315 |
Quoted Prices in Active Market for Identical Assets (Level 1) [Member] | Equity Securities [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | 18,087 | 6,029 |
Quoted Prices in Active Market for Identical Assets (Level 1) [Member] | Mutual Funds [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | 6,861 | 6,995 |
Quoted Prices in Active Market for Identical Assets (Level 1) [Member] | Deferred Compensation Liabilities [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities measured at fair value on a recurring basis | 38,611 | 32,082 |
Quoted Prices in Active Market for Identical Assets (Level 1) [Member] | Contingent Consideration [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities measured at fair value on a recurring basis | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | ' | ' |
Liabilities: | ' | ' |
Liabilities measured at fair value on a recurring basis | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | Equity Securities [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | Mutual Funds [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | Deferred Compensation Liabilities [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities measured at fair value on a recurring basis | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | Contingent Consideration [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities measured at fair value on a recurring basis | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | ' | ' |
Liabilities: | ' | ' |
Liabilities measured at fair value on a recurring basis | 3,780 | 86,368 |
Significant Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | Equity Securities [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | Mutual Funds [Member] | ' | ' |
Assets: | ' | ' |
Assets measured at fair value on a recurring basis | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | Deferred Compensation Liabilities [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities measured at fair value on a recurring basis | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities measured at fair value on a recurring basis | $3,780 | $86,368 |
Fair_Value_Measurements_Change
Fair Value Measurements - Changes in Fair Value of Recurring Fair Value Measurements Using Significant Unobservable Inputs (Level 3), Consisting of Contingent Consideration Liabilities (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Fair Value Disclosures [Abstract] | ' | ' | ' |
Beginning Balance | $86,368 | $103,790 | $29,500 |
Contingent consideration recorded at acquisition | 525 | ' | 86,600 |
Fair value adjustments | 11,310 | 38,466 | -8,016 |
Payments made | -94,423 | -55,888 | -4,294 |
Ending Balance | $3,780 | $86,368 | $103,790 |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Estimated Fair Value of Intangible Assets, goodwill and Cost Method Equity Investment Measured on Nonrecurring Basis (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Fair Value Measurements Of Financial Instruments [Line Items] | ' | ' | ' | ' | ' |
Goodwill, Total Gains (Losses) | ($1,100,000) | ($5,800) | ($1,117,369) | ($5,826) | ' |
Equipment, Total Gains (Losses) | ' | ' | -4,993 | -6,452 | ' |
Cost-method equity investment, Total Gains (Losses) | ' | ' | -6,438 | ' | -2,445 |
Total Gains (Losses) | ' | ' | -1,128,800 | -12,278 | ' |
Goodwill | 277,840 | ' | 277,840 | ' | ' |
Equipment | 1,363 | ' | 1,363 | ' | ' |
Cost-method equity investments | 1,483 | ' | 1,483 | ' | 345 |
Quoted Prices in Active Market for Identical Assets (Level 1) [Member] | ' | ' | ' | ' | ' |
Fair Value Measurements Of Financial Instruments [Line Items] | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Equipment | ' | ' | ' | ' | ' |
Cost-method equity investments | ' | ' | ' | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ' | ' | ' |
Fair Value Measurements Of Financial Instruments [Line Items] | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Equipment | ' | ' | ' | ' | ' |
Cost-method equity investments | ' | ' | ' | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' | ' | ' |
Fair Value Measurements Of Financial Instruments [Line Items] | ' | ' | ' | ' | ' |
Goodwill | 277,840 | ' | 277,840 | ' | ' |
Equipment | 1,363 | ' | 1,363 | ' | ' |
Cost-method equity investments | $1,483 | ' | $1,483 | ' | $345 |
Fair_Value_Measurements_Estima
Fair Value Measurements - Estimated Fair Values of Convertible Notes (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ' | ' |
Estimated fair values of debt instruments | $1,820,300 | $1,767,900 |
2007 Notes [Member] | ' | ' |
Estimated Fair Value Of Financial Instruments [Line Items] | ' | ' |
Estimated fair values of debt instruments | 405,000 | 771,600 |
2010 Notes [Member] | ' | ' |
Estimated Fair Value Of Financial Instruments [Line Items] | ' | ' |
Estimated fair values of debt instruments | 510,800 | 505,600 |
2012 Notes [Member] | ' | ' |
Estimated Fair Value Of Financial Instruments [Line Items] | ' | ' |
Estimated fair values of debt instruments | 518,800 | 490,700 |
2013 Notes [Member] | ' | ' |
Estimated Fair Value Of Financial Instruments [Line Items] | ' | ' |
Estimated fair values of debt instruments | $385,700 | ' |
Sale_of_Makena_Additional_Info
Sale of Makena - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 03, 2011 | Jan. 16, 2008 | Dec. 29, 2012 | Mar. 24, 2012 | Mar. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | |
Sale Of Intellectual Property [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Transaction price of sale of intellectual property assets | ' | $82,000,000 | ' | ' | ' | ' | ' | ' |
Amended transaction price as a result of executing amendment | ' | ' | ' | ' | ' | 199,500,000 | ' | ' |
Amount received upon FDA approval | 12,500,000 | ' | ' | ' | ' | ' | ' | ' |
Gain on net of certain contingent legal fees and amounts due to inventor | ' | ' | 53,900,000 | ' | 84,500,000 | 53,884,000 | 12,424,000 | 84,502,000 |
Scheduled amounts received | ' | ' | ' | 12,500,000 | ' | ' | ' | ' |
Additional amounts to be received under the amended agreement | ' | ' | ' | ' | ' | 95,000,000 | ' | ' |
Royalty on sales due | 5.00% | ' | ' | ' | ' | ' | ' | ' |
Final payment received | ' | ' | ' | ' | ' | 60,000,000 | ' | ' |
Previously Received [Member] | Parent Company/Issuer [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Sale Of Intellectual Property [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Transaction price amounts received | $79,500,000 | ' | ' | ' | ' | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Sale Of Intellectual Property [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Period sales price is due from FDA approval, months | ' | ' | ' | ' | ' | 18 | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Sale Of Intellectual Property [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Period sales price is due from FDA approval, months | ' | ' | ' | ' | ' | 30 | ' | ' |
Income_Taxes_Income_Loss_Befor
Income Taxes - Income (Loss) Before Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Domestic | ($1,184,603) | ($46,018) | $235,204 |
Foreign | -8,358 | -15,643 | -7,818 |
(Loss) income before income taxes | ($1,192,961) | ($61,661) | $227,386 |
Income_Taxes_Provision_for_Inc
Income Taxes - Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Federal: | ' | ' | ' |
Federal, Current | $154,900 | $146,164 | $97,834 |
Federal, Deferred | -182,739 | -143,582 | -33,808 |
Federal, Total | -27,839 | 2,582 | 64,026 |
State: | ' | ' | ' |
State, Current | 15,305 | 15,348 | 15,739 |
State, Deferred | -16,709 | -10,186 | -5,909 |
State, Total | -1,404 | 5,162 | 9,830 |
Foreign: | ' | ' | ' |
Foreign, Current | 7,655 | 5,653 | 4,770 |
Foreign, Deferred | 1,465 | -1,424 | -8,390 |
Foreign, Total | 9,120 | 4,229 | -3,620 |
Provision for income taxes | ($20,123) | $11,973 | $70,236 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Income Tax (Benefit) at U.S. Federal Statutory Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Income tax provision at federal statutory rate | -35.00% | -35.00% | 35.00% |
Increase (decrease) in tax resulting from: | ' | ' | ' |
Goodwill impairment | 32.80% | 3.30% | ' |
Domestic production activities deduction | -1.20% | -20.30% | -4.10% |
State income taxes, net of federal benefit | -0.20% | 5.30% | 3.60% |
Research and investment tax credits | -1.20% | -1.60% | -3.20% |
Unrecognized tax benefits | 0.30% | 13.50% | -3.30% |
Contingent consideration | 2.60% | 59.80% | 1.50% |
Nondeductible transaction expenses | ' | 7.50% | ' |
Cessation of Adiana | ' | -28.60% | ' |
Executive compensation | 0.20% | 2.30% | -1.10% |
Foreign rate differential | 0.10% | 3.10% | 0.80% |
Change in valuation allowance | -0.80% | 5.40% | ' |
Other | 0.70% | 4.70% | 1.70% |
Effective income tax rate | -1.70% | 19.40% | 30.90% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 6 Months Ended | 12 Months Ended | |
Mar. 30, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | |
Income Taxes [Line Items] | ' | ' | ' |
Valuation allowance | ' | $43,354,000 | $64,337,000 |
Reversal of income tax reserves | ' | 9,100,000 | ' |
Decrease in valuation allowance | ' | 21,000,000 | ' |
Operating losses and credits expiration period | ' | 'Losses and credits expire between 2014 and 2033 | ' |
Gross unrecognized tax benefits, excluding interest | ' | 121,800,000 | 53,100,000 |
Increase in gross unrecognized tax benefits | ' | ' | 68,700,000 |
Increase in gross unrecognized tax benefits resulted from uncertain tax positions | 58,400,000 | ' | ' |
Unrecognized tax benefit that would impact effective tax rate | ' | 61,000,000 | ' |
Interest accrued on unrecognized tax benefits | ' | 3,600,000 | 2,600,000 |
Income tax penalty accrued | ' | 0 | ' |
Income tax holiday expiration date | ' | '2015 | ' |
Unremitted foreign earnings | ' | 33,400,000 | ' |
Net Operating Losses Carryforwards [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Amount with unlimited carry forward periods | ' | 55,200,000 | ' |
Tax Credit Carryforward [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Amount with unlimited carry forward periods | ' | 9,000,000 | ' |
Federal net operating loss expected to be expired unutilized | ' | 4,500,000 | ' |
State net operating loss expected to be expired unutilized | ' | 69,300,000 | ' |
Foreign net operating loss expected to be expired unutilized | ' | 67,500,000 | ' |
Minimum [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Amount of unrecognized tax benefits that are reasonably possible of being reduced in the next twelve months | ' | 2,000,000 | ' |
Maximum [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Amount of unrecognized tax benefits that are reasonably possible of being reduced in the next twelve months | ' | 4,000,000 | ' |
Domestic Tax Authority [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Federal net operating losses | ' | 24,400,000 | ' |
Federal credit carry forwards | ' | 900,000 | ' |
State and Local Jurisdiction [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Federal net operating losses | ' | 41,200,000 | ' |
Federal credit carry forwards | ' | 12,800,000 | ' |
Foreign Tax Authority [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Federal net operating losses | ' | 55,200,000 | ' |
Federal credit carry forwards | ' | $1,900,000 | ' |
Income_Taxes_Significant_Compo
Income Taxes - Significant Components of Company's Deferred Tax Assets and Liabilities (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets | ' | ' |
Net operating loss carryforwards | $49,277 | $47,472 |
Capital losses | 23,857 | 46,750 |
Non-deductible accruals | 21,527 | 22,198 |
Non-deductible reserves | 16,054 | 10,346 |
Stock-based compensation | 30,190 | 31,437 |
Research and other credits | 10,679 | 11,392 |
Debt issuance costs | ' | 811 |
Nonqualified deferred compensation plan | 14,714 | 12,007 |
Other temporary differences | 6,960 | 3,000 |
Deferred tax assets, gross | 173,258 | 185,413 |
Less: valuation allowance | -43,354 | -64,337 |
Deferred tax assets, net | 129,904 | 121,076 |
Deferred tax liabilities | ' | ' |
Depreciation and amortization | -1,494,068 | -1,635,043 |
Debt discounts and deferrals | -189,298 | -209,011 |
Debt issuance costs | -10,941 | ' |
Fair value adjustments to current assets and liabilities | ' | -28,413 |
Investment in subsidiary | -10,713 | -8,479 |
Deferred tax liabilities, net | -1,705,020 | -1,880,946 |
Net deferred tax liabilities | ($1,575,116) | ($1,759,870) |
Income_Taxes_Activity_of_Compa
Income Taxes - Activity of Company's Unrecognized Income Tax Benefits (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Balance at beginning of fiscal year | $53,148 | $31,026 |
Tax positions related to current year: | ' | ' |
Additions | 64,992 | 11,673 |
Reductions | ' | ' |
Tax positions related to prior years: | ' | ' |
Additions related to change in estimate | 3,317 | 1,327 |
Reductions | -363 | 307 |
Payments | -621 | -197 |
Lapses in statutes of limitations and settlements | -2,323 | -4,144 |
Acquired tax positions: | ' | ' |
Additions related to reserves acquired from acquisitions | 3,676 | 13,156 |
Balance as of the end of the fiscal year | $121,826 | $53,148 |
Stockholders_Equity_and_StockB2
Stockholders' Equity and Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Sep. 28, 2013 | Mar. 31, 2012 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Series A Preferred Stock [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Restricted Stock Units [Member] | Restricted Stock Units [Member] | Restricted Stock Units [Member] | 2008 Equity Plan [Member] | 2012 Employee Stock Purchase Plan [Member] | 2008 Employee Stock Purchase Plan [Member] | 2012 Employee Stock Purchase Plan [Member] | 2012 Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share portion entitled to purchase by right | ' | ' | ' | ' | 'One ten-thousandth | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | $0.01 | $0.01 | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | ' | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of each right | ' | $107 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend record date | ' | 2-Dec-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized value of common shares to be repurchased | ' | $250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period available for common stock to be repurchased | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31.5 | ' | 0.4 | ' | ' |
Shares available for grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.6 | ' | ' | ' | ' |
Market stock units granted during the period | 0.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Valuation of MSUs using Monte Carlo simulation model | $18.49 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum eligible percentage to receive target number of shares of company's common stock | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum eligible percentage to receive target number of shares of company's common stock | ' | 200.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation, period of vest term granted to employees, years | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of vesting for stock granted to employees | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of vesting for stock granted to employees | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' |
RSU, period of vest term granted to employees, years | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' |
Percentage of forfeiture rates, minimum | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of forfeiture rates, maximum | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' | ' | 23,700,000 | 18,700,000 | 15,200,000 | 26,000,000 | 21,400,000 | 20,300,000 | ' | ' | ' | ' | ' |
Tax benefit related to stock based compensation | ' | 17,200,000 | 12,200,000 | 14,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expense related to the acceleration of vesting for certain options assumed in acquisition | ' | 7,900,000 | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | 41,600,000 | ' | ' | ' | ' | ' | ' | ' |
Weighted average period of unrecognized stock-based compensation, years | ' | ' | ' | ' | ' | '2 years 8 months 12 days | ' | ' | '2 years 7 months 6 days | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of option exercised | ' | 37,609,000 | 20,400,000 | 12,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of RSUs vested | ' | ' | ' | ' | ' | ' | ' | ' | 27,300,000 | 15,700,000 | 43,200,000 | ' | ' | ' | ' | ' |
Number of shares that may be issued under Employee Stock Purchase Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.5 | ' | ' | ' |
Percentage of common stock price for ESPP | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' |
Percent of exercise price to last reported closing price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.00% | ' | ' |
Stock-based compensation expense | ' | $52,307,000 | $40,572,000 | $35,472,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,700,000 | $400,000 |
Stockholders_Equity_and_StockB3
Stockholders' Equity and Stock-Based Compensation - Stock-Based Compensation Expense in Consolidated Statement of Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based compensation expense | $52,307 | $40,572 | $35,472 |
Cost of Revenues [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based compensation expense | 7,031 | 5,722 | 4,602 |
Research and Development [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based compensation expense | 7,179 | 5,328 | 4,852 |
Selling and Marketing [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based compensation expense | 8,915 | 7,355 | 5,954 |
General and Administrative [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based compensation expense | 20,153 | 18,667 | 20,064 |
Restructuring [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based compensation expense | $9,029 | $3,500 | ' |
Stockholders_Equity_and_StockB4
Stockholders' Equity and Stock-Based Compensation - Information Pertaining to Stock Options Granted and Related Assumptions (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Options granted | 2,640 | 2,259 | 2,249 |
Weighted-average exercise price | $20.29 | $17.21 | $17.15 |
Weighted-average grant date fair value | $7.03 | $6.48 | $6.16 |
Assumptions: | ' | ' | ' |
Risk-free interest rates | 0.50% | 0.70% | 1.00% |
Expected life (in years) | '4 years 4 months 24 days | '4 years 3 months 18 days | '4 years 2 months 12 days |
Expected volatility | 44.00% | 47.00% | 45.00% |
Dividend yield | ' | ' | ' |
Stockholders_Equity_and_StockB5
Stockholders' Equity and Stock-Based Compensation - Stock Option Activity (Detail) (USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | |
Y | Y | |||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' | |
Options outstanding at September 29, 2012 | 18,039 | ' | ' | |
Granted | 2,640 | ' | ' | |
Cancelled/forfeited | -1,021 | ' | ' | |
Exercised | -4,786 | ' | ' | |
Options outstanding at September 28, 2013 | 14,872 | 18,039 | ' | |
Number of Shares, Options exercisable at September 28, 2013 | 7,472 | ' | ' | |
Number of Shares, Options vested and expected to vest at September 28, 2013 | 13,780 | [1] | ' | ' |
Weighted-Average Exercise Price, Options outstanding | $17.40 | ' | ' | |
Weighted-Average Exercise Price, Granted | $20.29 | $17.21 | $17.15 | |
Weighted-Average Exercise Price, Cancelled/Forfeited | $20.04 | ' | ' | |
Weighted-Average Exercise Price, Exercised | $13.71 | ' | ' | |
Weighted-Average Exercise Price, Options outstanding | $18.92 | $17.40 | ' | |
Weighted-Average Exercise Price, Options exercisable at September 28, 2013 | $20.28 | ' | ' | |
Weighted-Average Exercise Price, Options vested and expected to vest at September 28, 2013 | $19 | [1] | ' | ' |
Weighted-Average Remaining Contractual Life in Years, Options outstanding | 4.4 | ' | ' | |
Weighted-Average Remaining Contractual Life in Years, Options outstanding | 3.9 | 4.4 | ' | |
Weighted-Average Remaining Contractual Life in Years, Options exercisable at September 29, 2013 | '2 years 10 months 24 days | ' | ' | |
Weighted-Average Remaining Contractual Life in Years, Options vested and expected to vest at September 29, 2013 | 3.8 | [1] | ' | ' |
Aggregate Intrinsic Value, Options outstanding, Beginning balance | $78,962 | ' | ' | |
Aggregate Intrinsic Value, Exercised | 37,609 | 20,400 | 12,300 | |
Aggregate Intrinsic Value, Options outstanding, Ending balance | 54,956 | 78,962 | ' | |
Aggregate Intrinsic Value, Options exercisable at September 29, 2013 | 29,438 | ' | ' | |
Aggregate Intrinsic Value, Options vested and expected to vest at September 29, 2013 | $51,656 | [1] | ' | ' |
[1] | This represents the number of vested stock options as of September 28, 2013 plus the unvested outstanding options at September 28, 2013 expected to vest in the future, adjusted for estimated forfeitures. |
Stockholders_Equity_and_StockB6
Stockholders' Equity and Stock-Based Compensation - Restricted Stock Unit Activity (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Number of Shares, Non-vested, Beginning balance | 3,580 |
Number of Shares, Granted | 1,995 |
Number of Shares, Vested | -1,711 |
Number of Shares, Forfeited | -405 |
Number of Shares, Non-vested, Ending balance | 3,459 |
Weighted-Average Grant-Date Fair Value, Non-vested, Beginning balance | $16.45 |
Weighted-Average Grant-Date Fair Value, Granted | $19.94 |
Weighted-Average Grant-Date Fair Value, Vested | $15.98 |
Weighted-Average Grant-Date Fair Value, Forfeited | $18.11 |
Weighted-Average Grant-Date Fair Value, Non-vested, Ending balance | $18.51 |
Stockholders_Equity_and_StockB7
Stockholders' Equity and Stock-Based Compensation - Assumptions to Value Stock Options (Detail) (USD $) | 12 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | |
Assumptions: | ' | ' | ' |
Risk-free interest rates | 0.50% | 0.70% | 1.00% |
Expected life (in years) | '4 years 4 months 24 days | '4 years 3 months 18 days | '4 years 2 months 12 days |
Expected volatility | 44.00% | 47.00% | 45.00% |
Dividend yield | ' | ' | ' |
Employee stock purchase plan [Member] | ' | ' | ' |
Assumptions: | ' | ' | ' |
Risk-free interest rates | 0.11% | 0.16% | ' |
Expected life (in years) | '6 months | '6 months | ' |
Expected volatility | 32.00% | 35.00% | ' |
Dividend yield | ' | ' | ' |
Profit_Sharing_401k_Plan_Addit
Profit Sharing 401(k) Plan - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Defined Contribution Plan [Abstract] | ' | ' | ' |
Contributions made by company | $13.40 | $9.40 | $6.40 |
Nonqualified_Deferred_Compensa1
Nonqualified Deferred Compensation Plan - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Y | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ' | ' | ' |
Discretionary contribution, net of forfeitures | $38.60 | $32.10 | ' |
Gen-Probe Incorporated [Member] | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ' | ' | ' |
Deferred compensation plan investments | 6.9 | 7 | ' |
Nonqualified Deferred Compensation Plan [Member] | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ' | ' | ' |
Maximum employee contributions from base salary, percentage | 75.00% | ' | ' |
Maximum employee contributions from annual bonus, percentage | 100.00% | ' | ' |
Employee contributions vested, percentage | 100.00% | ' | ' |
Contributions, vesting period, years | 3 | ' | ' |
Compensation expense for the DCP discretionary contributions | 2.7 | 2.6 | 2.6 |
Investment in group life insurance contracts | $33.90 | $26 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||
Apr. 29, 2012 | Oct. 17, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | |
Employees | Finance Leases [Member] | Alajuela, Costa Rica [Member] | Alajuela, Costa Rica [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | TCT International Co., Ltd. [Member] | TCT International Co., Ltd. [Member] | TCT International Co., Ltd. [Member] | Healthcome [Member] | Adiana, Inc [Member] | Adiana, Inc [Member] | Adiana, Inc [Member] | |||||
Times | Y | Leasehold Improvements [Member] | Alajuela, Costa Rica [Member] | Alajuela, Costa Rica [Member] | ||||||||||||||
Lease | Y | Y | ||||||||||||||||
Contingent Consideration Earn-Out Payments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential contingent payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $155,000,000 | ' | ' |
Payment of contingent consideration | ' | ' | 42,958,000 | 51,680,000 | 4,294,000 | ' | ' | ' | ' | ' | ' | 87,400,000 | 54,000,000 | 31,700,000 | ' | 16,800,000 | 8,800,000 | 19,700,000 |
Damages awarded by jury | ' | 18,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Damages foregone by Conceptus | 18,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued contingent consideration obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,700,000 | ' | 31,700,000 | 3,400,000 | ' | ' | ' |
Number of lease agreements | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair market value of building and land | ' | ' | 1,363,000 | ' | ' | ' | 28,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued expenses | ' | ' | 271,931,000 | 372,381,000 | ' | ' | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other long-term liabilities | ' | ' | 168,044,000 | 98,250,000 | ' | ' | 33,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Optional lease extension period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 | 10 | ' | ' | ' | ' | ' | ' | ' |
Lease extension terms | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consecutive lease extension terms | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful lives of building in years | ' | ' | ' | ' | ' | ' | ' | '35 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalties to be paid on future sales on products lower range limit | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalties to be paid on future sales on products upper range limit | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating lease agreements, expiration year | ' | ' | '2035 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rent expense, net of sublease income | ' | ' | 19,900,000 | 18,300,000 | 19,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rental income from subleases | ' | ' | $1,900,000 | $3,200,000 | $3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employees subject to collective bargaining agreements | ' | ' | 164 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Summary of Contingent Consideration Charges Recorded to the Consolidated Statement of Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Other Contingencies And Commitments [Line Items] | ' | ' | ' |
Contingent consideration-compensation expense | $80,010 | $81,031 | $20,002 |
Contingent consideration-fair value adjustments | 11,310 | 38,466 | -8,016 |
Contingent consideration total | 91,320 | 119,497 | 11,986 |
Sentinelle Medical Inc. [Member] | ' | ' | ' |
Other Contingencies And Commitments [Line Items] | ' | ' | ' |
Contingent consideration-fair value adjustments | ' | -3,364 | -14,328 |
Contingent consideration total | ' | -3,364 | -14,328 |
Interlace Medical, Inc [Member] | ' | ' | ' |
Other Contingencies And Commitments [Line Items] | ' | ' | ' |
Contingent consideration-compensation expense | ' | ' | 2,102 |
Contingent consideration-fair value adjustments | 11,310 | 41,830 | 6,312 |
Contingent consideration total | 11,310 | 41,830 | 8,414 |
TCT International Co., Ltd. [Member] | ' | ' | ' |
Other Contingencies And Commitments [Line Items] | ' | ' | ' |
Contingent consideration-compensation expense | 80,010 | 75,459 | 17,581 |
Contingent consideration total | 80,010 | 75,459 | 17,581 |
Healthcome [Member] | ' | ' | ' |
Other Contingencies And Commitments [Line Items] | ' | ' | ' |
Contingent consideration-compensation expense | ' | 5,572 | 319 |
Contingent consideration total | ' | $5,572 | $319 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Future Minimum Lease Payments, Including Principal and Interest (Detail) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Fiscal 2014 | $2,822 |
Fiscal 2015 | 2,883 |
Fiscal 2016 | 3,054 |
Fiscal 2017 | 3,119 |
Fiscal 2018 | 2,925 |
Thereafter | 300 |
Total minimum payments | 15,103 |
Less-amount representing interest | -3,607 |
Total | $11,496 |
Commitments_and_Contingencies_4
Commitments and Contingencies - Summary of Purchase Commitments (Detail) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Fiscal 2014 | $55,935 |
Fiscal 2015 | 12,684 |
Fiscal 2016 | 3,000 |
Fiscal 2017 | 3,000 |
Fiscal 2018 | 750 |
Thereafter | ' |
Total | $75,369 |
Commitments_and_Contingencies_5
Commitments and Contingencies - Summary of Minimum Royalty Commitments (Detail) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Fiscal 2014 | $1,301 |
Fiscal 2015 | 810 |
Fiscal 2016 | 1,426 |
Fiscal 2017 | 745 |
Fiscal 2018 | 560 |
Thereafter | 4,450 |
Total | $9,292 |
Recovered_Sheet9
Commitments And Contingencies - Future Minimum Lease Payments Under All Operating Leases (Detail) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Fiscal 2014 | $20,689 |
Fiscal 2015 | 16,192 |
Fiscal 2016 | 13,600 |
Fiscal 2017 | 12,249 |
Fiscal 2018 | 10,830 |
Thereafter | 32,712 |
Total | $106,272 |
Recovered_Sheet10
Commitments And Contingencies - Future Minimum Annual Rental Income Payments Under Sublease Agreements (Detail) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Fiscal 2014 | $1,551 |
Fiscal 2015 | 913 |
Fiscal 2016 | 20 |
Fiscal 2017 | 15 |
Total | $2,499 |
Litigation_and_Other_Matters_A
Litigation and Other Matters - Additional Information (Detail) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Oct. 29, 2013 | Sep. 04, 2012 |
Commitments And Contingencies Disclosure [Abstract] | ' | ' |
Assessed damages | ' | $4 |
Additional Payment | $14.70 | ' |
Novartis_Collaboration_Agreeme1
Novartis Collaboration Agreement - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Jul. 31, 2009 | Sep. 28, 2013 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' |
Collaboration agreements revenue | ' | 197.9 |
Novartis [Member] | Collaboration Agreement [Member] | 2012-2013 [Member] | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' |
Share of revenue from assay that includes test for HCV | 47.00% | ' |
Novartis [Member] | Collaboration Agreement [Member] | 2014 [Member] | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' |
Share of revenue from assay that includes test for HCV | 48.00% | ' |
Novartis [Member] | Collaboration Agreement [Member] | 2015 [Member] | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' |
Share of revenue from assay that includes test for HCV | 50.00% | ' |
Blood screening [Member] | Novartis [Member] | Collaboration Agreement [Member] | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' |
Collaboration agreement maturity date | ' | 30-Jun-25 |
Manufacturing costs entitled to recover | 50.00% | ' |
Share of revenue from assay that excludes test for HCV | 50.00% | ' |
Business_Segments_and_Geograph2
Business Segments and Geographic Information - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 23, 2012 | Mar. 24, 2012 | Dec. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | |
Segment | ||||||||||||
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | |
Revenues | $622,118 | $626,136 | $612,663 | $631,362 | $588,548 | [1] | $470,228 | $471,165 | $472,711 | $2,492,279 | $2,002,652 | $1,789,349 |
Impairment of goodwill | 1,100,000 | ' | ' | ' | 5,800 | ' | ' | ' | 1,117,369 | 5,826 | ' | |
Diagnostics [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 1,189,819 | 718,064 | 571,263 | |
Impairment of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | 1,117,369 | ' | ' | |
Breast Health [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 905,076 | 875,771 | 825,551 | |
Impairment of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Molecular Diagnostics [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Impairment of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | |
Molecular Diagnostics [Member] | Diagnostics [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Impairment of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | |
Mammosite [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Impairment of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,800 | ' | |
Intersegment Eliminations [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | |
Operating Segments [Member] | Mammosite [Member] | Breast Health [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Impairment of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,800 | ' | |
Operating Segments [Member] | Foreign Countries [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Segment Reporting Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | $621,700 | $511,200 | $414,400 | |
[1] | The fourth quarter was a 14-week quarter compared to all other quarters which were 13-week quarters. |
Business_Segments_and_Geograph3
Business Segments and Geographic Information - Segment Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 23, 2012 | Mar. 24, 2012 | Dec. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | |
Operating Statistics [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total revenues | $622,118 | $626,136 | $612,663 | $631,362 | $588,548 | [1] | $470,228 | $471,165 | $472,711 | $2,492,279 | $2,002,652 | $1,789,349 |
Operating (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | -906,282 | 113,717 | 374,445 | |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 516,010 | 345,751 | 304,736 | |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 90,130 | 78,773 | 55,663 | |
Identifiable assets | 9,000,823 | ' | ' | ' | 10,477,108 | ' | ' | ' | 9,000,823 | 10,477,108 | 6,008,780 | |
Diagnostics [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Operating Statistics [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total revenues | ' | ' | ' | ' | ' | ' | ' | ' | 1,189,819 | 718,064 | 571,263 | |
Operating (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | -1,149,132 | -32,787 | 170,693 | |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 369,818 | 197,274 | 165,065 | |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 51,653 | 44,939 | 23,128 | |
Identifiable assets | 4,667,942 | ' | ' | ' | 6,170,553 | ' | ' | ' | 4,667,942 | 6,170,553 | 1,770,107 | |
Breast Health [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Operating Statistics [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total revenues | ' | ' | ' | ' | ' | ' | ' | ' | 905,076 | 875,771 | 825,551 | |
Operating (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | 216,049 | 186,106 | 187,970 | |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 40,098 | 42,924 | 45,165 | |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 16,386 | 9,821 | 12,069 | |
Identifiable assets | 932,206 | ' | ' | ' | 956,134 | ' | ' | ' | 932,206 | 956,134 | 985,196 | |
GYN Surgical [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Operating Statistics [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total revenues | ' | ' | ' | ' | ' | ' | ' | ' | 307,139 | 313,089 | 300,538 | |
Operating (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | 19,664 | -51,892 | 3,623 | |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 105,233 | 103,781 | 92,587 | |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 9,145 | 12,233 | 11,467 | |
Identifiable assets | 1,849,518 | ' | ' | ' | 1,944,386 | ' | ' | ' | 1,849,518 | 1,944,386 | 2,049,682 | |
Skeletal Health [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Operating Statistics [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total revenues | ' | ' | ' | ' | ' | ' | ' | ' | 90,245 | 95,728 | 91,997 | |
Operating (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | 7,137 | 12,290 | 12,159 | |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 861 | 1,772 | 1,919 | |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 562 | 171 | 2,198 | |
Identifiable assets | 33,508 | ' | ' | ' | 32,778 | ' | ' | ' | 33,508 | 32,778 | 31,864 | |
Corporate [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Operating Statistics [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 12,384 | 11,609 | 6,801 | |
Identifiable assets | $1,517,649 | ' | ' | ' | $1,373,257 | ' | ' | ' | $1,517,649 | $1,373,257 | $1,171,931 | |
[1] | The fourth quarter was a 14-week quarter compared to all other quarters which were 13-week quarters. |
Business_Segments_and_Geograph4
Business Segments and Geographic Information - Revenues by Geography (Detail) | 12 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | |
Schedule Of Geographical Segments [Line Items] | ' | ' | ' |
Revenues | 100.00% | 100.00% | 100.00% |
United States [Member] | ' | ' | ' |
Schedule Of Geographical Segments [Line Items] | ' | ' | ' |
Revenues | 75.00% | 74.00% | 77.00% |
Europe [Member] | ' | ' | ' |
Schedule Of Geographical Segments [Line Items] | ' | ' | ' |
Revenues | 13.00% | 12.00% | 14.00% |
Asia [Member] | ' | ' | ' |
Schedule Of Geographical Segments [Line Items] | ' | ' | ' |
Revenues | 8.00% | 8.00% | 6.00% |
All Others Countries [Member] | ' | ' | ' |
Schedule Of Geographical Segments [Line Items] | ' | ' | ' |
Revenues | 4.00% | 6.00% | 3.00% |
Business_Segments_and_Geograph5
Business Segments and Geographic Information - Schedule of Geographically Located Property and Equipment, Net (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
In Thousands, unless otherwise specified | |||
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' | ' |
Property and equipment | $491,528 | $507,998 | $238,666 |
United States [Member] | ' | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' | ' |
Property and equipment | 386,049 | 405,141 | 165,177 |
Costa Rica [Member] | ' | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' | ' |
Property and equipment | 29,258 | 30,452 | 34,107 |
Europe [Member] | ' | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' | ' |
Property and equipment | 61,472 | 59,927 | 29,591 |
All Others Countries [Member] | ' | ' | ' |
Geographic Information For Property Plant And Equipment [Line Items] | ' | ' | ' |
Property and equipment | $14,749 | $12,478 | $9,791 |
Accrued_Expenses_and_Other_Lon2
Accrued Expenses and Other Long-Term Liabilities - Schedule of Accrued Expenses (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Expenses | ' | ' |
Compensation and employee benefits | $127,464 | $143,673 |
Contingent consideration | 38,138 | 143,881 |
Income and other taxes | 17,369 | 12,424 |
Interest | 23,747 | 18,422 |
Other | 65,213 | 53,981 |
Total | $271,931 | $372,381 |
Accrued_Expenses_and_Other_Lon3
Accrued Expenses and Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Thousands, unless otherwise specified | ||
Other Long-Term Liabilities | ' | ' |
Accrued lease obligation-long-term | $33,494 | $33,256 |
Reserve for income tax uncertainties | 115,395 | 38,518 |
Pension liabilities | 9,691 | 9,397 |
Other | 9,464 | 17,079 |
Total | $168,044 | $98,250 |
Pension_and_Other_Employee_Ben2
Pension and Other Employee Benefits - Additional Information (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 |
In Millions, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ' | ' |
Pension liability | $10.10 | $9.70 |
Projected benefit obligations in excess of plan assets | 10.1 | 9.7 |
Accumulated benefit obligation | 10.1 | 9.7 |
Projected benefit obligation for long-term service awards | $0.60 | $0.60 |
Pension_and_Other_Employee_Ben3
Pension and Other Employee Benefits - Schedule of Reconciliation of Benefit Obligations, Plan Assets Funded Status (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Other Liabilities Disclosure [Abstract] | ' | ' | ' |
Benefit obligation at beginning of year | ($9,744) | ($8,064) | ($9,093) |
Service cost | ' | ' | ' |
Interest cost | -354 | -391 | -389 |
Plan participants' contributions | ' | ' | ' |
Actuarial gain (loss) | 188 | -2,002 | 1,092 |
Foreign exchange (loss) gain | -503 | 383 | -5 |
Benefits paid | 348 | 330 | 331 |
Benefit obligation at end of year | -10,065 | -9,744 | -8,064 |
Plan assets | ' | ' | ' |
Funded status | ($10,065) | ($9,744) | ($8,064) |
Pension_and_Other_Employee_Ben4
Pension and Other Employee Benefits - Components of Net Periodic Benefit Cost and Related Actuarial Assumptions (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Other Liabilities Disclosure [Abstract] | ' | ' | ' |
Service cost | ' | ' | ' |
Interest cost | 354 | 391 | 389 |
Expected return on plan assets | ' | ' | ' |
Amortization of prior service cost | ' | ' | ' |
Recognized net actuarial gain | ' | -38 | ' |
Net periodic benefit cost | $354 | $353 | $389 |
Pension_and_Other_Employee_Ben5
Pension and Other Employee Benefits - Schedule of Weighted-Average Net Periodic Benefit Cost Assumptions (Detail) | 12 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | |
Defined Benefit Plan Assumptions Used In Calculations [Abstract] | ' | ' | ' |
Discount rate | 3.60% | 3.52% | 5.20% |
Expected return on plan assets | 0.00% | 0.00% | 0.00% |
Rate of compensation increase | 0.00% | 0.00% | 0.00% |
Pension_and_Other_Employee_Ben6
Pension and Other Employee Benefits - Schedule of Expected Pension Benefit (Detail) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Defined Benefit Plan Estimated Future Benefit Payments [Abstract] | ' |
2014 | $374 |
2015 | 399 |
2016 | 415 |
2017 | 428 |
2018 | 441 |
2019 to 2023 | $2,404 |
Quarterly_Statement_of_Operati2
Quarterly Statement of Operations Information - Summary of Quarterly Results of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 23, 2012 | Mar. 24, 2012 | Dec. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | ||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Total revenue | $622,118 | $626,136 | $612,663 | $631,362 | $588,548 | [1] | $470,228 | $471,165 | $472,711 | $2,492,279 | $2,002,652 | $1,789,349 | |||||||
Gross profit | 290,631 | 309,758 | 279,326 | 281,673 | 274,317 | [1] | 244,640 | 226,110 | 249,370 | ' | ' | ' | |||||||
Net income (loss) | ($1,113,902) | [2] | ($10,950) | [2] | ($51,104) | [2] | $3,118 | [2] | ($77,767) | [1],[3] | $23,594 | [3] | ($40,273) | [3] | $20,812 | [3] | ($1,172,838) | ($73,634) | $157,150 |
Diluted net income (loss) per common share | ($4.11) | ($0.04) | ($0.19) | $0.01 | ($0.29) | [1] | $0.09 | ($0.15) | $0.08 | ($4.36) | ($0.28) | $0.59 | |||||||
[1] | The fourth quarter was a 14-week quarter compared to all other quarters which were 13-week quarters. | ||||||||||||||||||
[2] | Net income in the first quarter of fiscal 2013 includes a gain on the sale of intellectual property of $53.9 million. Net loss in the second quarter of fiscal 2013 includes restructuring charges of $12.5 million and a debt extingushment loss of $3.2 million. Net loss in the third quarter of fiscal 2013 includes restructuring charges of $6.7 million. Net loss in the fourth quarter of fiscal 2013 includes a goodwill impairment charge of $1.1 billion, restructuring charges of $9.7 million and a debt extinguishment loss of $6.0 million. | ||||||||||||||||||
[3] | Net loss in the second quarter of fiscal 2012 includes a charge for the discontinuance of the Adiana product line of $18.3 million and the loss on debt extinguishment of $42.3 million. See Note 5 for further discussion. Net loss in the fourth quarter of fiscal 2012 includes additional amortization expense from the Gen-Probe acquisition of $29.7 million, direct acquisition transaction costs of $30.7 million, and restructuring charges of $16.7 million, a goodwill impairment charge of $5.8 million and an in-process research and development charge of $4.5 million. |
Quarterly_Statement_of_Operati3
Quarterly Statement of Operations Information - Summary of Quarterly Results of Operations (Parenthetical) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Mar. 24, 2012 | Mar. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of intellectual property | ' | ' | ' | $53,900,000 | ' | ' | $84,500,000 | $53,884,000 | $12,424,000 | $84,502,000 |
Loss on debt extinguishment | 6,000,000 | ' | 3,200,000 | ' | ' | 42,300,000 | ' | -9,209,000 | -42,347,000 | -29,891,000 |
Impairment of goodwill | 1,100,000,000 | ' | ' | ' | 5,800,000 | ' | ' | 1,117,369,000 | 5,826,000 | ' |
Restructuring charges | 9,700,000 | 6,700,000 | 12,500,000 | ' | 16,700,000 | ' | ' | 32,805,000 | 17,515,000 | -71,000 |
In-process research and development expense | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | 4,500,000 | ' |
Direct acquisition transaction costs | ' | ' | ' | ' | 30,700,000 | ' | ' | ' | ' | ' |
Divestiture charges | ' | ' | ' | ' | ' | 18,300,000 | ' | ' | ' | ' |
Amortization expense from the Gen-Probe acquisition | ' | ' | ' | ' | $29,700,000 | ' | ' | ' | ' | ' |
Supplemental_Guarantor_Condens2
Supplemental Guarantor Condensed Consolidating Financials - Additional Information (Detail) (Parent Company/Issuer [Member]) | 1 Months Ended |
Aug. 31, 2012 | |
Parent Company/Issuer [Member] | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' |
Ownership Percentage | 100.00% |
Supplemental_Guarantor_Condens3
Supplemental Guarantor Condensed Consolidating Financial Statements - Schedule of Supplemental Condensed Consolidating Statement of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 23, 2012 | Mar. 24, 2012 | Dec. 24, 2011 | Mar. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | ||||||||
Revenues: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,100,891 | $1,657,728 | $1,478,340 | ||||||||
Service and other revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 391,388 | 344,924 | 311,009 | ||||||||
Total revenues | 622,118 | 626,136 | 612,663 | 631,362 | 588,548 | [1] | 470,228 | 471,165 | 472,711 | ' | 2,492,279 | 2,002,652 | 1,789,349 | |||||||
Costs and expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Cost of product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | 818,160 | 616,839 | 521,189 | ||||||||
Cost of product sales-amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 307,895 | 201,864 | 177,456 | ||||||||
Cost of product sales-impairment of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,714 | ' | ' | ||||||||
Cost of service and other revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 203,122 | 189,512 | 167,523 | ||||||||
Research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | 197,646 | 130,962 | 116,696 | ||||||||
Selling and marketing | ' | ' | ' | ' | ' | ' | ' | ' | ' | 342,137 | 322,314 | 286,730 | ||||||||
General and administrative | ' | ' | ' | ' | ' | ' | ' | ' | ' | 227,680 | 220,494 | 159,563 | ||||||||
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 112,597 | 72,036 | 58,334 | ||||||||
Contingent consideration-compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,010 | 81,031 | 20,002 | ||||||||
Contingent consideration-fair value adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,310 | 38,466 | -8,016 | ||||||||
Impairment of goodwill | 1,100,000 | ' | ' | ' | 5,800 | ' | ' | ' | ' | 1,117,369 | 5,826 | ' | ||||||||
Gain on sale of intellectual property | ' | ' | ' | -53,900 | ' | ' | ' | ' | -84,500 | -53,884 | -12,424 | -84,502 | ||||||||
Acquired in-process research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500 | ' | ||||||||
Restructuring and divestiture charges | 9,700 | 6,700 | 12,500 | ' | 16,700 | ' | ' | ' | ' | 32,805 | 17,515 | -71 | ||||||||
Costs and expenses, total | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,398,561 | 1,888,935 | 1,414,904 | ||||||||
Income (loss) from operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | -906,282 | 113,717 | 374,445 | ||||||||
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,302 | 2,340 | 1,860 | ||||||||
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | -281,075 | -140,287 | -114,846 | ||||||||
Debt extinguishment loss | 6,000 | ' | 3,200 | ' | ' | ' | 42,300 | ' | ' | -9,209 | -42,347 | -29,891 | ||||||||
Other (expense) income, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,303 | 4,916 | -4,182 | ||||||||
(Loss) income before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,192,961 | -61,661 | 227,386 | ||||||||
Provision (benefit) for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | -20,123 | 11,973 | 70,236 | ||||||||
Equity in earnings (losses) of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Net (loss) income | -1,113,902 | [2] | -10,950 | [2] | -51,104 | [2] | 3,118 | [2] | -77,767 | [1],[3] | 23,594 | [3] | -40,273 | [3] | 20,812 | [3] | ' | -1,172,838 | -73,634 | 157,150 |
Parent Company/Issuer [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Revenues: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | 416,871 | 420,960 | 411,309 | ||||||||
Service and other revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 326,656 | 307,097 | 274,197 | ||||||||
Total revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 743,527 | 728,057 | 685,506 | ||||||||
Costs and expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Cost of product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | 212,899 | 211,665 | 200,912 | ||||||||
Cost of product sales-amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,346 | 5,226 | 5,224 | ||||||||
Cost of product sales-impairment of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Cost of service and other revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 157,391 | 155,555 | 143,399 | ||||||||
Research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,829 | 28,065 | 28,959 | ||||||||
Selling and marketing | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,982 | 67,874 | 60,496 | ||||||||
General and administrative | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68,883 | 52,568 | 50,180 | ||||||||
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,013 | 2,709 | 2,709 | ||||||||
Contingent consideration-compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,010 | 81,031 | 20,002 | ||||||||
Contingent consideration-fair value adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,310 | 38,466 | -8,016 | ||||||||
Impairment of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Acquired in-process research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Restructuring and divestiture charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,889 | 49 | -353 | ||||||||
Costs and expenses, total | ' | ' | ' | ' | ' | ' | ' | ' | ' | 651,552 | 643,208 | 503,512 | ||||||||
Income (loss) from operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | 91,975 | 84,849 | 181,994 | ||||||||
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 590 | 1,950 | 1,495 | ||||||||
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | -277,771 | -137,190 | -111,583 | ||||||||
Debt extinguishment loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | -9,209 | -42,347 | -29,891 | ||||||||
Other (expense) income, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | 193,254 | 3,051 | -1,706 | ||||||||
(Loss) income before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,161 | -89,687 | 40,309 | ||||||||
Provision (benefit) for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,794 | 9,721 | 10,976 | ||||||||
Equity in earnings (losses) of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,140,883 | 25,774 | 127,817 | ||||||||
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,172,838 | -73,634 | 157,150 | ||||||||
Guarantor Subsidiaries [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Revenues: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,569,605 | 1,089,580 | 964,584 | ||||||||
Service and other revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,718 | 63,313 | 59,026 | ||||||||
Total revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,641,323 | 1,152,893 | 1,023,610 | ||||||||
Costs and expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Cost of product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | 636,679 | 396,747 | 309,910 | ||||||||
Cost of product sales-amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 298,426 | 192,377 | 167,341 | ||||||||
Cost of product sales-impairment of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Cost of service and other revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59,943 | 61,285 | 51,888 | ||||||||
Research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | 157,846 | 91,199 | 75,437 | ||||||||
Selling and marketing | ' | ' | ' | ' | ' | ' | ' | ' | ' | 176,041 | 170,422 | 166,458 | ||||||||
General and administrative | ' | ' | ' | ' | ' | ' | ' | ' | ' | 123,985 | 136,243 | 86,270 | ||||||||
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 104,778 | 64,357 | 54,851 | ||||||||
Contingent consideration-compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Contingent consideration-fair value adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Impairment of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,117,369 | 5,826 | ' | ||||||||
Gain on sale of intellectual property | ' | ' | ' | ' | ' | ' | ' | ' | ' | -53,884 | -12,424 | -84,502 | ||||||||
Acquired in-process research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500 | ' | ||||||||
Restructuring and divestiture charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,647 | 16,185 | ' | ||||||||
Costs and expenses, total | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,642,830 | 1,126,717 | 827,653 | ||||||||
Income (loss) from operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,001,507 | 26,176 | 195,957 | ||||||||
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 251 | 159 | 1 | ||||||||
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,260 | -1,158 | -1,357 | ||||||||
Debt extinguishment loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Other (expense) income, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | -184,564 | 699 | -2,661 | ||||||||
(Loss) income before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,187,080 | 25,876 | 191,940 | ||||||||
Provision (benefit) for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | -59,260 | -3,094 | 60,163 | ||||||||
Equity in earnings (losses) of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,887 | 8,415 | 8,699 | ||||||||
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,113,933 | 37,385 | 140,476 | ||||||||
Non-Guarantor Subsidiaries [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Revenues: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | 477,251 | 431,689 | 376,575 | ||||||||
Service and other revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 46,635 | 32,555 | 27,862 | ||||||||
Total revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 523,886 | 464,244 | 404,437 | ||||||||
Costs and expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Cost of product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | 331,418 | 292,928 | 284,495 | ||||||||
Cost of product sales-amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,123 | 4,261 | 4,891 | ||||||||
Cost of product sales-impairment of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,714 | ' | ' | ||||||||
Cost of service and other revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,409 | 30,713 | 22,312 | ||||||||
Research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,971 | 11,698 | 12,300 | ||||||||
Selling and marketing | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88,114 | 84,018 | 59,776 | ||||||||
General and administrative | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,812 | 31,683 | 23,113 | ||||||||
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,806 | 4,970 | 774 | ||||||||
Contingent consideration-compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Contingent consideration-fair value adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Impairment of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Gain on sale of intellectual property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Acquired in-process research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Restructuring and divestiture charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,269 | 1,281 | 282 | ||||||||
Costs and expenses, total | ' | ' | ' | ' | ' | ' | ' | ' | ' | 520,636 | 461,552 | 407,943 | ||||||||
Income (loss) from operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,250 | 2,692 | -3,506 | ||||||||
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 461 | 840 | 364 | ||||||||
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,044 | -1,939 | -1,906 | ||||||||
Debt extinguishment loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Other (expense) income, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,387 | 557 | 185 | ||||||||
(Loss) income before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,720 | 2,150 | -4,863 | ||||||||
Provision (benefit) for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,343 | 5,346 | -903 | ||||||||
Equity in earnings (losses) of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 556 | 319 | ||||||||
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | ' | -13,063 | -2,640 | -3,641 | ||||||||
Eliminations [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Revenues: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | -362,836 | -284,501 | -274,128 | ||||||||
Service and other revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | -53,621 | -58,041 | -50,076 | ||||||||
Total revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | -416,457 | -342,542 | -324,204 | ||||||||
Costs and expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Cost of product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | -362,836 | -284,501 | -274,128 | ||||||||
Cost of product sales-amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Cost of product sales-impairment of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Cost of service and other revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | -53,621 | -58,041 | -50,076 | ||||||||
Research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Selling and marketing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
General and administrative | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Contingent consideration-compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Contingent consideration-fair value adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Impairment of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Gain on sale of intellectual property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Acquired in-process research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Restructuring and divestiture charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Costs and expenses, total | ' | ' | ' | ' | ' | ' | ' | ' | ' | -416,457 | -342,542 | -324,204 | ||||||||
Income (loss) from operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -609 | ' | ||||||||
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Debt extinguishment loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Other (expense) income, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 609 | ' | ||||||||
(Loss) income before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Provision (benefit) for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Equity in earnings (losses) of subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,126,996 | -34,745 | -136,835 | ||||||||
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,126,996 | ($34,745) | ($136,835) | ||||||||
[1] | The fourth quarter was a 14-week quarter compared to all other quarters which were 13-week quarters. | |||||||||||||||||||
[2] | Net income in the first quarter of fiscal 2013 includes a gain on the sale of intellectual property of $53.9 million. Net loss in the second quarter of fiscal 2013 includes restructuring charges of $12.5 million and a debt extingushment loss of $3.2 million. Net loss in the third quarter of fiscal 2013 includes restructuring charges of $6.7 million. Net loss in the fourth quarter of fiscal 2013 includes a goodwill impairment charge of $1.1 billion, restructuring charges of $9.7 million and a debt extinguishment loss of $6.0 million. | |||||||||||||||||||
[3] | Net loss in the second quarter of fiscal 2012 includes a charge for the discontinuance of the Adiana product line of $18.3 million and the loss on debt extinguishment of $42.3 million. See Note 5 for further discussion. Net loss in the fourth quarter of fiscal 2012 includes additional amortization expense from the Gen-Probe acquisition of $29.7 million, direct acquisition transaction costs of $30.7 million, and restructuring charges of $16.7 million, a goodwill impairment charge of $5.8 million and an in-process research and development charge of $4.5 million. |
Supplemental_Guarantor_Condens4
Supplemental Guarantor Condensed Consolidating Financial Statements - Schedule of Supplemental Condensed Consolidating Statements of Comprehensive (Loss) Income (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 23, 2012 | Mar. 24, 2012 | Dec. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | ||||||||
Schedule of Condensed Consolidating Statement of Comprehensive Income [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Net (loss) income | ($1,113,902) | [1] | ($10,950) | [1] | ($51,104) | [1] | $3,118 | [1] | ($77,767) | [2],[3] | $23,594 | [2] | ($40,273) | [2] | $20,812 | [2] | ($1,172,838) | ($73,634) | $157,150 |
Foreign currency cumulative translation adjustment | ' | ' | ' | ' | ' | ' | ' | ' | 1,373 | 6,217 | 1,088 | ||||||||
Adjustment to minimum pension liability, net of taxes | ' | ' | ' | ' | ' | ' | ' | ' | 134 | -1,484 | 764 | ||||||||
Unrealized gain on available-for-sale securities, net of tax | ' | ' | ' | ' | ' | ' | ' | ' | 12,094 | 62 | ' | ||||||||
Other comprehensive income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 13,601 | 4,795 | 1,852 | ||||||||
Comprehensive (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | -1,159,237 | -68,839 | 159,002 | ||||||||
Parent Company/Issuer [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Schedule of Condensed Consolidating Statement of Comprehensive Income [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | -1,172,838 | -73,634 | 157,150 | ||||||||
Foreign currency cumulative translation adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 836 | -1,127 | ||||||||
Adjustment to minimum pension liability, net of taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Unrealized gain on available-for-sale securities, net of tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Other comprehensive income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 836 | -1,127 | ||||||||
Comprehensive (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | -1,172,838 | -72,798 | 156,023 | ||||||||
Guarantor Subsidiaries [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Schedule of Condensed Consolidating Statement of Comprehensive Income [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | -1,113,933 | 37,385 | 140,476 | ||||||||
Foreign currency cumulative translation adjustment | ' | ' | ' | ' | ' | ' | ' | ' | 658 | -527 | -121 | ||||||||
Adjustment to minimum pension liability, net of taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Unrealized gain on available-for-sale securities, net of tax | ' | ' | ' | ' | ' | ' | ' | ' | 12,094 | 62 | ' | ||||||||
Other comprehensive income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -465 | -121 | ||||||||
Comprehensive (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | -1,101,181 | 36,920 | 140,355 | ||||||||
Non-Guarantor Subsidiaries [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Schedule of Condensed Consolidating Statement of Comprehensive Income [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | -13,063 | -2,640 | -3,641 | ||||||||
Foreign currency cumulative translation adjustment | ' | ' | ' | ' | ' | ' | ' | ' | 715 | 5,908 | 2,336 | ||||||||
Adjustment to minimum pension liability, net of taxes | ' | ' | ' | ' | ' | ' | ' | ' | 134 | -1,484 | 764 | ||||||||
Unrealized gain on available-for-sale securities, net of tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Other comprehensive income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,424 | 3,100 | ||||||||
Comprehensive (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | -12,214 | 1,784 | -541 | ||||||||
Eliminations [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Schedule of Condensed Consolidating Statement of Comprehensive Income [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | 1,126,996 | -34,745 | -136,835 | ||||||||
Foreign currency cumulative translation adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Adjustment to minimum pension liability, net of taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Unrealized gain on available-for-sale securities, net of tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Other comprehensive income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Comprehensive (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | $1,126,996 | ($34,745) | ($136,835) | ||||||||
[1] | Net income in the first quarter of fiscal 2013 includes a gain on the sale of intellectual property of $53.9 million. Net loss in the second quarter of fiscal 2013 includes restructuring charges of $12.5 million and a debt extingushment loss of $3.2 million. Net loss in the third quarter of fiscal 2013 includes restructuring charges of $6.7 million. Net loss in the fourth quarter of fiscal 2013 includes a goodwill impairment charge of $1.1 billion, restructuring charges of $9.7 million and a debt extinguishment loss of $6.0 million. | ||||||||||||||||||
[2] | Net loss in the second quarter of fiscal 2012 includes a charge for the discontinuance of the Adiana product line of $18.3 million and the loss on debt extinguishment of $42.3 million. See Note 5 for further discussion. Net loss in the fourth quarter of fiscal 2012 includes additional amortization expense from the Gen-Probe acquisition of $29.7 million, direct acquisition transaction costs of $30.7 million, and restructuring charges of $16.7 million, a goodwill impairment charge of $5.8 million and an in-process research and development charge of $4.5 million. | ||||||||||||||||||
[3] | The fourth quarter was a 14-week quarter compared to all other quarters which were 13-week quarters. |
Supplemental_Guarantor_Condens5
Supplemental Guarantor Condensed Consolidating Financial Statements - Schedule of Supplemental Condensed Consolidating Balance Sheet (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 | Sep. 25, 2010 |
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | $822,490 | $560,430 | $712,332 | $515,625 |
Restricted cash | 6,914 | 5,696 | ' | ' |
Accounts receivable, net | 409,273 | 409,333 | ' | ' |
Inventories | 289,363 | 367,191 | ' | ' |
Deferred income tax assets | ' | 11,715 | ' | ' |
Prepaid income taxes | 44,745 | 69,845 | ' | ' |
Prepaid expenses and other current assets | 48,361 | 44,301 | ' | ' |
Other current assets-assets held for sale | 2,997 | 94,503 | ' | ' |
Intercompany receivables | ' | ' | ' | ' |
Total current assets | 1,624,143 | 1,563,014 | ' | ' |
Property, plant and equipment, net | 491,528 | 507,998 | 238,666 | ' |
Intangible assets, net | 3,906,722 | 4,301,250 | ' | ' |
Goodwill | 2,814,528 | 3,942,779 | ' | ' |
Other assets | 163,902 | 162,067 | ' | ' |
Investment in subsidiaries | ' | ' | ' | ' |
Total assets | 9,000,823 | 10,477,108 | 6,008,780 | ' |
Current liabilities: | ' | ' | ' | ' |
Current portion of long-term debt | 563,812 | 64,435 | ' | ' |
Accounts payable | 80,534 | 87,223 | ' | ' |
Accrued expenses | 271,931 | 372,381 | ' | ' |
Deferred revenue | 132,319 | 129,688 | ' | ' |
Deferred income tax liabilities | 39,810 | ' | ' | ' |
Intercompany payables | ' | ' | ' | ' |
Other current liabilities-assets held-for-sale | ' | 7,622 | ' | ' |
Total current liabilities | 1,088,406 | 661,349 | ' | ' |
Long-term debt, net of current portion | 4,242,098 | 4,971,179 | ' | ' |
Deferred income tax liabilities | 1,535,306 | 1,771,585 | ' | ' |
Deferred service obligations-long-term | 25,456 | 13,714 | ' | ' |
Other long-term liabilities | 168,044 | 98,250 | ' | ' |
Total stockholders' equity | 1,941,513 | 2,961,031 | 2,936,895 | 2,698,549 |
Total liabilities and stockholders' equity | 9,000,823 | 10,477,108 | ' | ' |
Parent Company/Issuer [Member] | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 321,523 | 210,028 | 644,697 | 480,904 |
Restricted cash | ' | ' | ' | ' |
Accounts receivable, net | 126,036 | 101,538 | ' | ' |
Inventories | 81,924 | 74,500 | ' | ' |
Deferred income tax assets | ' | 13,578 | ' | ' |
Prepaid income taxes | 47,131 | 20,805 | ' | ' |
Prepaid expenses and other current assets | 16,246 | 18,817 | ' | ' |
Other current assets-assets held for sale | ' | ' | ' | ' |
Intercompany receivables | ' | ' | ' | ' |
Total current assets | 592,860 | 439,266 | ' | ' |
Property, plant and equipment, net | 29,313 | 26,928 | ' | ' |
Intangible assets, net | 19,925 | 24,034 | ' | ' |
Goodwill | 283,038 | 279,956 | ' | ' |
Other assets | 103,548 | 112,339 | ' | ' |
Investment in subsidiaries | 8,667,620 | 9,782,940 | ' | ' |
Total assets | 9,696,304 | 10,665,463 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Current portion of long-term debt | 563,812 | 64,435 | ' | ' |
Accounts payable | 27,865 | 29,847 | ' | ' |
Accrued expenses | 152,950 | 238,387 | ' | ' |
Deferred revenue | 93,306 | 92,234 | ' | ' |
Deferred income tax liabilities | 59,346 | ' | ' | ' |
Intercompany payables | 2,418,089 | 2,085,339 | ' | ' |
Other current liabilities-assets held-for-sale | ' | ' | ' | ' |
Total current liabilities | 3,315,368 | 2,510,242 | ' | ' |
Long-term debt, net of current portion | 4,242,098 | 4,971,179 | ' | ' |
Deferred income tax liabilities | 89,085 | 180,916 | ' | ' |
Deferred service obligations-long-term | 11,251 | 7,536 | ' | ' |
Other long-term liabilities | 96,990 | 34,559 | ' | ' |
Total stockholders' equity | 1,941,512 | 2,961,031 | ' | ' |
Total liabilities and stockholders' equity | 9,696,304 | 10,665,463 | ' | ' |
Guarantor Subsidiaries [Member] | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 387,422 | 269,416 | ' | ' |
Restricted cash | ' | ' | ' | ' |
Accounts receivable, net | 174,433 | 192,349 | ' | ' |
Inventories | 146,678 | 223,043 | ' | ' |
Deferred income tax assets | 19,042 | ' | ' | ' |
Prepaid income taxes | 2,303 | 48,429 | ' | ' |
Prepaid expenses and other current assets | 21,112 | 12,816 | ' | ' |
Other current assets-assets held for sale | ' | 67,878 | ' | ' |
Intercompany receivables | 2,442,502 | 2,094,017 | ' | ' |
Total current assets | 3,193,492 | 2,907,948 | ' | ' |
Property, plant and equipment, net | 356,736 | 379,702 | ' | ' |
Intangible assets, net | 3,784,987 | 4,162,930 | ' | ' |
Goodwill | 2,390,939 | 3,522,474 | ' | ' |
Other assets | 58,446 | 49,036 | ' | ' |
Investment in subsidiaries | 129,016 | 101,615 | ' | ' |
Total assets | 9,913,616 | 11,123,705 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Current portion of long-term debt | ' | ' | ' | ' |
Accounts payable | 42,661 | 43,339 | ' | ' |
Accrued expenses | 79,629 | 86,566 | ' | ' |
Deferred revenue | 7,958 | 10,307 | ' | ' |
Deferred income tax liabilities | ' | ' | ' | ' |
Intercompany payables | ' | 6,655 | ' | ' |
Other current liabilities-assets held-for-sale | ' | 5,520 | ' | ' |
Total current liabilities | 130,248 | 152,387 | ' | ' |
Long-term debt, net of current portion | ' | ' | ' | ' |
Deferred income tax liabilities | 1,435,522 | 1,581,833 | ' | ' |
Deferred service obligations-long-term | 3,511 | 1,160 | ' | ' |
Other long-term liabilities | 37,598 | 30,587 | ' | ' |
Total stockholders' equity | 8,306,737 | 9,357,738 | ' | ' |
Total liabilities and stockholders' equity | 9,913,616 | 11,123,705 | ' | ' |
Non-Guarantor Subsidiaries [Member] | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 113,545 | 80,986 | 67,635 | 34,721 |
Restricted cash | 6,914 | 5,696 | ' | ' |
Accounts receivable, net | 108,804 | 115,522 | ' | ' |
Inventories | 60,761 | 70,180 | ' | ' |
Deferred income tax assets | 494 | 617 | ' | ' |
Prepaid income taxes | ' | 611 | ' | ' |
Prepaid expenses and other current assets | 11,003 | 12,668 | ' | ' |
Other current assets-assets held for sale | 2,997 | 26,625 | ' | ' |
Intercompany receivables | 31,949 | 55,761 | ' | ' |
Total current assets | 336,467 | 368,666 | ' | ' |
Property, plant and equipment, net | 105,479 | 101,368 | ' | ' |
Intangible assets, net | 101,810 | 114,286 | ' | ' |
Goodwill | 140,551 | 140,349 | ' | ' |
Other assets | 1,908 | 2,406 | ' | ' |
Investment in subsidiaries | 2,296 | 2,296 | ' | ' |
Total assets | 688,511 | 729,371 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Current portion of long-term debt | ' | ' | ' | ' |
Accounts payable | 10,008 | 14,037 | ' | ' |
Accrued expenses | 44,319 | 50,052 | ' | ' |
Deferred revenue | 31,055 | 27,147 | ' | ' |
Deferred income tax liabilities | ' | ' | ' | ' |
Intercompany payables | 64,411 | 66,335 | ' | ' |
Other current liabilities-assets held-for-sale | ' | 2,102 | ' | ' |
Total current liabilities | 149,793 | 159,673 | ' | ' |
Long-term debt, net of current portion | ' | ' | ' | ' |
Deferred income tax liabilities | 10,699 | 8,836 | ' | ' |
Deferred service obligations-long-term | 12,864 | 7,601 | ' | ' |
Other long-term liabilities | 33,456 | 34,504 | ' | ' |
Total stockholders' equity | 481,699 | 518,757 | ' | ' |
Total liabilities and stockholders' equity | 688,511 | 729,371 | ' | ' |
Eliminations [Member] | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' |
Restricted cash | ' | ' | ' | ' |
Accounts receivable, net | ' | -76 | ' | ' |
Inventories | ' | -532 | ' | ' |
Deferred income tax assets | -19,536 | -2,480 | ' | ' |
Prepaid income taxes | -4,689 | ' | ' | ' |
Prepaid expenses and other current assets | ' | ' | ' | ' |
Other current assets-assets held for sale | ' | ' | ' | ' |
Intercompany receivables | -2,474,451 | -2,149,778 | ' | ' |
Total current assets | -2,498,676 | -2,152,866 | ' | ' |
Property, plant and equipment, net | ' | ' | ' | ' |
Intangible assets, net | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' |
Other assets | ' | -1,714 | ' | ' |
Investment in subsidiaries | -8,798,932 | -9,886,851 | ' | ' |
Total assets | -11,297,608 | -12,041,431 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Current portion of long-term debt | ' | ' | ' | ' |
Accounts payable | ' | ' | ' | ' |
Accrued expenses | -4,967 | -2,624 | ' | ' |
Deferred revenue | ' | ' | ' | ' |
Deferred income tax liabilities | -19,536 | ' | ' | ' |
Intercompany payables | -2,482,500 | -2,158,329 | ' | ' |
Other current liabilities-assets held-for-sale | ' | ' | ' | ' |
Total current liabilities | -2,507,003 | -2,160,953 | ' | ' |
Long-term debt, net of current portion | ' | ' | ' | ' |
Deferred income tax liabilities | ' | ' | ' | ' |
Deferred service obligations-long-term | -2,170 | -2,583 | ' | ' |
Other long-term liabilities | ' | -1,400 | ' | ' |
Total stockholders' equity | -8,788,435 | -9,876,495 | ' | ' |
Total liabilities and stockholders' equity | ($11,297,608) | ($12,041,431) | ' | ' |
Supplemental_Guarantor_Condens6
Supplemental Guarantor Condensed Consolidating Financial Statements - Schedule of Consolidating Statement of Cash Flows (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 24, 2011 |
Operating activities | ' | ' | ' |
Net cash provided by operating activities | $493,822 | $370,222 | $456,024 |
Investing activities | ' | ' | ' |
Acquisition of businesses | -6,273 | ' | ' |
Acquisition of business, net of cash acquired | -6,273 | -3,762,403 | -198,744 |
Payment of additional acquisition consideration | -16,808 | -9,784 | -19,660 |
Divestiture activities, net of cash transferred | 85,134 | ' | 2,267 |
Purchase of property and equipment | -48,954 | -33,149 | -27,785 |
Increase in equipment under customer usage agreements | -41,176 | -45,624 | -27,878 |
Purchase of insurance contracts | -4,000 | ' | -5,322 |
Proceeds from sale of intellectual property | 60,000 | 12,500 | 13,250 |
Purchase of licensed technology and other intangible assets | ' | ' | -3,021 |
Acquisition of in-process research and development assets | ' | -4,500 | ' |
Purchase of cost-method investment | -3,725 | -250 | -99 |
Sale of cost-method investments | 2,104 | ' | ' |
Increase in restricted cash | ' | ' | 405 |
Investment in subsdiaries | ' | ' | ' |
Increase in other assets | -7,548 | -7,574 | 405 |
Net cash provided by (used in) investing activities | 18,754 | -3,850,784 | -266,587 |
Financing activities | ' | ' | ' |
Repayment of long-term debt | -265,000 | ' | -1,362 |
Proceeds from long-term debt | ' | 3,476,320 | ' |
Payment of debt issuance cost | -9,440 | -81,408 | -5,327 |
Payment of contingent consideration | -42,958 | -51,680 | -4,294 |
Deferred acquisition consideration | -1,655 | ' | ' |
Payment of deferred acquisition consideration | -1,655 | -44,223 | ' |
Net proceeds from issuance of common stock pursuant to employee stock plans | 75,100 | 28,594 | 25,404 |
Excess tax benefit related to equity awards | 7,439 | 6,206 | 3,652 |
Payment of employee restricted stock minimum tax withholdings | -12,256 | -5,710 | -10,399 |
Intercompany dividend | ' | ' | ' |
Net cash (used in) provided by financing activities | -248,770 | 3,328,099 | 7,674 |
Effect of exchange rate changes on cash and cash equivalents | -1,746 | 561 | -404 |
Net (decrease) increase in cash and cash equivalents | 262,060 | -151,902 | 196,707 |
Cash and cash equivalents, beginning of period | 560,430 | 712,332 | 515,625 |
Cash and cash equivalents, end of period | 822,490 | 560,430 | 712,332 |
Parent Company/Issuer [Member] | ' | ' | ' |
Operating activities | ' | ' | ' |
Net cash provided by operating activities | 237,354 | 236,063 | 431,353 |
Investing activities | ' | ' | ' |
Acquisition of businesses | -6,053 | ' | ' |
Acquisition of business, net of cash acquired | ' | -3,971,970 | -240,917 |
Payment of additional acquisition consideration | -16,808 | -8,858 | -19,660 |
Divestiture activities, net of cash transferred | ' | ' | 1,138 |
Purchase of property and equipment | -15,480 | -13,247 | -11,512 |
Increase in equipment under customer usage agreements | -464 | ' | -1,121 |
Purchase of insurance contracts | -4,000 | ' | -5,322 |
Proceeds from sale of intellectual property | ' | ' | 750 |
Purchase of licensed technology and other intangible assets | ' | ' | ' |
Acquisition of in-process research and development assets | ' | -4,500 | ' |
Purchase of cost-method investment | -3,500 | ' | ' |
Sale of cost-method investments | 2,104 | ' | ' |
Increase in restricted cash | ' | ' | ' |
Investment in subsdiaries | ' | ' | ' |
Increase in other assets | -2,097 | -558 | ' |
Net cash provided by (used in) investing activities | -46,298 | -3,999,133 | -276,644 |
Financing activities | ' | ' | ' |
Repayment of long-term debt | -265,000 | ' | ' |
Proceeds from long-term debt | ' | 3,476,320 | ' |
Payment of debt issuance cost | -9,440 | -81,408 | -5,327 |
Payment of contingent consideration | -42,958 | -51,680 | -4,294 |
Deferred acquisition consideration | -1,655 | ' | ' |
Payment of deferred acquisition consideration | ' | -44,223 | ' |
Net proceeds from issuance of common stock pursuant to employee stock plans | 75,100 | 28,594 | 25,404 |
Excess tax benefit related to equity awards | 7,439 | 6,206 | 3,652 |
Payment of employee restricted stock minimum tax withholdings | -12,256 | -5,710 | -10,399 |
Intercompany dividend | 169,209 | ' | ' |
Net cash (used in) provided by financing activities | -79,561 | 3,328,099 | 9,036 |
Effect of exchange rate changes on cash and cash equivalents | ' | 302 | 48 |
Net (decrease) increase in cash and cash equivalents | 111,495 | -434,669 | 163,793 |
Cash and cash equivalents, beginning of period | 210,028 | 644,697 | 480,904 |
Cash and cash equivalents, end of period | 321,523 | 210,028 | 644,697 |
Guarantor Subsidiaries [Member] | ' | ' | ' |
Operating activities | ' | ' | ' |
Net cash provided by operating activities | 205,034 | 104,167 | 9,040 |
Investing activities | ' | ' | ' |
Acquisition of businesses | ' | ' | ' |
Acquisition of business, net of cash acquired | ' | 196,771 | 9,070 |
Payment of additional acquisition consideration | ' | ' | ' |
Divestiture activities, net of cash transferred | 83,646 | ' | ' |
Purchase of property and equipment | -23,345 | -12,444 | -8,646 |
Increase in equipment under customer usage agreements | -24,443 | -30,735 | -17,361 |
Purchase of insurance contracts | ' | ' | ' |
Proceeds from sale of intellectual property | 60,000 | 12,500 | 12,500 |
Purchase of licensed technology and other intangible assets | ' | ' | -3,021 |
Acquisition of in-process research and development assets | ' | ' | ' |
Purchase of cost-method investment | -225 | -250 | -99 |
Sale of cost-method investments | ' | ' | ' |
Increase in restricted cash | ' | ' | ' |
Investment in subsdiaries | 1,812 | ' | ' |
Increase in other assets | -4,209 | -2,230 | ' |
Net cash provided by (used in) investing activities | 93,236 | 163,612 | -7,557 |
Financing activities | ' | ' | ' |
Repayment of long-term debt | ' | ' | -1,362 |
Proceeds from long-term debt | ' | ' | ' |
Payment of debt issuance cost | ' | ' | ' |
Payment of contingent consideration | ' | ' | ' |
Deferred acquisition consideration | ' | ' | ' |
Payment of deferred acquisition consideration | ' | ' | ' |
Net proceeds from issuance of common stock pursuant to employee stock plans | ' | ' | ' |
Excess tax benefit related to equity awards | ' | ' | ' |
Payment of employee restricted stock minimum tax withholdings | ' | ' | ' |
Intercompany dividend | -175,000 | ' | ' |
Net cash (used in) provided by financing activities | -175,000 | ' | -1,362 |
Effect of exchange rate changes on cash and cash equivalents | -5,264 | 1,637 | -121 |
Net (decrease) increase in cash and cash equivalents | 118,006 | 269,416 | ' |
Cash and cash equivalents, beginning of period | 269,416 | ' | ' |
Cash and cash equivalents, end of period | 387,422 | 269,416 | ' |
Non-Guarantor Subsidiaries [Member] | ' | ' | ' |
Operating activities | ' | ' | ' |
Net cash provided by operating activities | 51,434 | 29,992 | 15,631 |
Investing activities | ' | ' | ' |
Acquisition of businesses | -220 | ' | ' |
Acquisition of business, net of cash acquired | ' | 12,796 | 33,103 |
Payment of additional acquisition consideration | ' | -926 | ' |
Divestiture activities, net of cash transferred | 1,488 | ' | 1,129 |
Purchase of property and equipment | -10,129 | -7,458 | -7,627 |
Increase in equipment under customer usage agreements | -16,269 | -14,889 | -9,396 |
Purchase of insurance contracts | ' | ' | ' |
Proceeds from sale of intellectual property | ' | ' | ' |
Purchase of licensed technology and other intangible assets | ' | ' | ' |
Acquisition of in-process research and development assets | ' | ' | ' |
Purchase of cost-method investment | ' | ' | ' |
Sale of cost-method investments | ' | ' | ' |
Increase in restricted cash | ' | ' | 405 |
Investment in subsdiaries | -1,812 | ' | ' |
Increase in other assets | -1,242 | -4,786 | ' |
Net cash provided by (used in) investing activities | -28,184 | -15,263 | 17,614 |
Financing activities | ' | ' | ' |
Repayment of long-term debt | ' | ' | ' |
Proceeds from long-term debt | ' | ' | ' |
Payment of debt issuance cost | ' | ' | ' |
Payment of contingent consideration | ' | ' | ' |
Deferred acquisition consideration | ' | ' | ' |
Payment of deferred acquisition consideration | ' | ' | ' |
Net proceeds from issuance of common stock pursuant to employee stock plans | ' | ' | ' |
Excess tax benefit related to equity awards | ' | ' | ' |
Payment of employee restricted stock minimum tax withholdings | ' | ' | ' |
Intercompany dividend | 5,791 | ' | ' |
Net cash (used in) provided by financing activities | 5,791 | ' | ' |
Effect of exchange rate changes on cash and cash equivalents | 3,518 | -1,378 | -331 |
Net (decrease) increase in cash and cash equivalents | 32,559 | 13,351 | 32,914 |
Cash and cash equivalents, beginning of period | 80,986 | 67,635 | 34,721 |
Cash and cash equivalents, end of period | 113,545 | 80,986 | 67,635 |
Eliminations [Member] | ' | ' | ' |
Operating activities | ' | ' | ' |
Net cash provided by operating activities | ' | ' | ' |
Investing activities | ' | ' | ' |
Acquisition of businesses | ' | ' | ' |
Acquisition of business, net of cash acquired | ' | ' | ' |
Payment of additional acquisition consideration | ' | ' | ' |
Divestiture activities, net of cash transferred | ' | ' | ' |
Purchase of property and equipment | ' | ' | ' |
Increase in equipment under customer usage agreements | ' | ' | ' |
Purchase of insurance contracts | ' | ' | ' |
Proceeds from sale of intellectual property | ' | ' | ' |
Purchase of licensed technology and other intangible assets | ' | ' | ' |
Acquisition of in-process research and development assets | ' | ' | ' |
Purchase of cost-method investment | ' | ' | ' |
Sale of cost-method investments | ' | ' | ' |
Increase in restricted cash | ' | ' | ' |
Investment in subsdiaries | ' | ' | ' |
Increase in other assets | ' | ' | ' |
Net cash provided by (used in) investing activities | ' | ' | ' |
Financing activities | ' | ' | ' |
Repayment of long-term debt | ' | ' | ' |
Proceeds from long-term debt | ' | ' | ' |
Payment of debt issuance cost | ' | ' | ' |
Payment of contingent consideration | ' | ' | ' |
Deferred acquisition consideration | ' | ' | ' |
Payment of deferred acquisition consideration | ' | ' | ' |
Net proceeds from issuance of common stock pursuant to employee stock plans | ' | ' | ' |
Excess tax benefit related to equity awards | ' | ' | ' |
Payment of employee restricted stock minimum tax withholdings | ' | ' | ' |
Intercompany dividend | ' | ' | ' |
Net cash (used in) provided by financing activities | ' | ' | ' |
Effect of exchange rate changes on cash and cash equivalents | ' | ' | ' |
Net (decrease) increase in cash and cash equivalents | ' | ' | ' |
Cash and cash equivalents, beginning of period | ' | ' | ' |
Cash and cash equivalents, end of period | ' | ' | ' |