UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________________

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended April 1, 2018



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number # 000-08866

_______________________________________________

MICROSEMI CORPORATION

(Exact name of Registrant as specified in its charter)



Delaware		95-2110371
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Enterprise, Aliso Viejo, California 92656

(Address of principal executive offices) (Zip Code)

(949) 380-6100

Registrant’s telephone number, including area code

_______________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large Accelerated Filer x		Accelerated Filer o
Non-Accelerated Filer o		Smaller Reporting Company o
(Do not check if a smaller reporting company)		Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of outstanding shares of Common Stock on April 24, 2018 was 117,959,591.

TABLE OF CONTENTS



Reference		Page

PART I.	Financial Information

ITEM 1.	Financial Statements	5
	Unaudited Consolidated Balance Sheets	6
	Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)	7
	Unaudited Consolidated Statements of Cash Flows	8
	Notes to Unaudited Consolidated Financial Statements	9

ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	26

ITEM 4.	Controls and Procedures	28

PART II.	Other Information	29

ITEM 1.	Legal Proceedings	29

ITEM 1A.	Risk Factors	29

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

ITEM 3.	Defaults Upon Senior Securities	47

ITEM 4.	Mine Safety Disclosures	47

ITEM 5.	Other Information	48

ITEM 6.	Exhibits	48



Microsemi Corporation	2

IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

This Quarterly Report on Form 10-Q must be read in its entirety and contains forward-looking statements within the meaning of the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words, such as "can," "may," "will," "could," "should," "project," "believe," "anticipate," "expect," "plan," "estimate," "forecast," "potential," "intend," "maintain," "continue" and variations of these words and comparable words. In addition, all of the information herein that does not state a historical fact is forward-looking, including any statement or implication about an estimate or a judgment, or an expectation as to a future time, future result or other future circumstance. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Examples of forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements concerning:


•	expectations regarding the proposed acquisition of Microsemi by Microchip Technology Incorporated, including the satisfaction of closing conditions to the transaction and anticipated timing of the closing;


•	expectations concerning policy changes with respect to monetary, regulatory, tax, and trade, among others, and the effects of any such changes on our business and results of operations;


•	expectations regarding tax exposures and future tax rates, especially in regards to the recent enactment of Tax Cuts and Jobs Act ("TCJA"), our ability to realize deferred tax assets and the outcome or effects of examinations by U.S., state or foreign jurisdictions;


•	expectations regarding potentially divergent laws and regulations, trade restrictions, including treaty changes, tariffs, sanctions and the suspension of export licenses;


•	expectations that we will be able to successfully integrate acquired companies and personnel with our existing operations;


•	expectations regarding our liquidity and capital resources, including our loan covenants;


•	demand, growth and sales expectations for our products;


•	expectations concerning the potential termination or renegotiation of U.S. government contracts, uncertainties of governmental appropriations and national defense policies and priorities and the effects of past or future government shutdowns and contract terminations or renegotiations;


•	compliance with and changes to import/export tariffs and regulations;


•	expectations that plant consolidations will result in anticipated cost savings without unanticipated costs or expenses;


•	expectations regarding competitive conditions;


•	new market opportunities and emerging applications for our products;


•	expectations concerning the anticipated benefits of our acquisitions;


•	expectations that we will be able to identify or complete prospective acquisitions in a market with increasing competition from other potential acquirers, the effects of a consolidating semiconductor industry and high valuations of acquisition candidates;


•	the uncertainty of litigation, administrative and similar matters, the associated costs and expenses, and the potential material adverse effect that these matters could have on our business and results of operations;


•	beliefs our customers will not cancel orders or terminate or renegotiate their purchasing relationships with us and will pay receivables when contractually due;


•	expectations that we will not suffer production delays as a result of a supplier's inability to supply parts;


•	the effect of events such as natural disasters and related disruptions on our operations;



Microsemi Corporation	3


•	beliefs that we stock adequate supplies of all materials;


•	beliefs that we will be able to successfully resolve any disputes and other business matters as anticipated;


•	beliefs that we will be able to meet our operating cash and capital commitment requirements in the foreseeable future;


•	critical accounting estimates;


•	expectations regarding our financial and operating results;


•	expectations regarding our performance and competitive position in future periods; and


•	expectations regarding our outlook for our end markets.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results that the forward-looking statements suggest. You are urged to carefully review the disclosures we make in this report concerning risks and other factors that may affect our business, financial condition, cash flows and results of operations, including those made under the heading "Item 1A. RISK FACTORS" included below in this Quarterly Report on Form 10-Q, as well as in our other reports filed with the Securities and Exchange Commission ("SEC"). Forward-looking statements are not a guarantee of future performance and should not be regarded as a representation by us or any other person that all of our estimates will necessarily prove correct or that all of our objectives or plans will necessarily be achieved. You are cautioned, therefore, not to place undue reliance on these forward-looking statements, which are made only as of the date of this report. We do not intend, and undertake no obligation, to update or revise the forward-looking statements to reflect events or circumstances after the date of this report, whether as a result of new information, future events or otherwise.



Microsemi Corporation	4

PART I. FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

The unaudited consolidated statements of operations and comprehensive income for the quarter and six months ended April 1, 2018 of Microsemi Corporation and its subsidiaries (which we herein refer to collectively as "Microsemi," "the Company," "we," "our," "ours" or "us"), the unaudited consolidated statement of cash flows for the six months ended April 1, 2018, and the comparative unaudited consolidated financial statements for the corresponding period of the prior year, together with the unaudited consolidated balance sheets as of April 1, 2018 and October 1, 2017, are included herein.

The unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q, and therefore do not include all information and note disclosures necessary for a fair statement of our consolidated financial position, results of operations and cash flows in conformity with United States generally accepted accounting principles. The unaudited consolidated financial statements and notes thereto must be read in their entirety in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended October 1, 2017.



Microsemi Corporation	5

MICROSEMI CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(unaudited, amounts in millions, except par value)



	April 1, 2018		October 1, 2017
Assets
Current assets:
Cash and cash equivalents	$	223.2	$	144.9
Accounts receivable, net of allowances of $41.7 at April 1, 2018 and $43.8 at October 1, 2017	292.2		267.9
Inventories	265.6		239.1
Other current assets	71.9		75.0
Total current assets	852.9		726.9
Property and equipment, net	223.8		197.6
Goodwill	2,538.4		2,497.3
Intangible assets, net	698.6		752.3
Deferred income taxes, net	68.7		67.2
Other assets	87.7		81.8
Total assets	$	4,470.1	$	4,323.1

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	162.6	$	164.9
Accrued liabilities	131.0		153.4
Current maturity of long-term debt	81.4		61.1
Total current liabilities	375.0		379.4
Long-term debt	1,800.5		1,735.6
Deferred income taxes	84.6		103.8
Other long-term liabilities	123.6		110.0
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $1.00 par value; authorized 1 share; none issued	—		—
Common stock, $0.20 par value; 250.0 authorized, 118.0 issued and outstanding at April 1, 2018 and 116.3 issued and outstanding at October 1, 2017	23.6		23.3
Capital in excess of par value of common stock	1,474.1		1,443.7
Retained earnings	586.9		526.9
Accumulated other comprehensive income	1.8		0.4
Total stockholders’ equity	2,086.4		1,994.3
Total liabilities and stockholders' equity	$	4,470.1	$	4,323.1

The accompanying notes are an integral part of these statements.



Microsemi Corporation	6

MICROSEMI CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income (loss)

(unaudited, amounts in millions, except earnings per share)



	Quarter Ended						Six Months Ended
	April 1, 2018			April 2, 2017			April 1, 2018			April 2, 2017
Net sales	$	492.2		$	442.9		$	960.9		$	878.4
Cost of sales (excluding amortization of intangible assets below)	201.9			158.8			382.0			317.8
Gross profit	290.3			284.1			578.9			560.6
Operating expenses
Selling, general and administrative	100.8			75.8			185.1			166.2
Research and development costs	92.7			86.9			181.8			169.2
Amortization of intangible assets	42.2			46.5			92.4			92.1
Restructuring, severance and facilities charges	3.1			5.8			8.6			8.2
Total operating expenses	238.8			215.0			467.9			435.7
Operating income	51.5			69.1			111.0			124.9
Other expense
Interest expense, net	(22.8		)	(25.9		)	(44.4		)	(51.8		)
Other expense, net	(0.8		)	(0.3		)	(4.4		)	(1.6		)
Total other expense	(23.6		)	(26.2		)	(48.8		)	(53.4		)
Income before income taxes	27.9			42.9			62.2			71.5
Provision for income taxes	15.6			1.7			2.0			10.9
Net income	$	12.3		$	41.2		$	60.2		$	60.6
Earnings per share
Basic	$	0.10		$	0.36		$	0.51		$	0.53
Diluted	$	0.10		$	0.35		$	0.50		$	0.52
Weighted-average common shares outstanding:
Basic	117.4			114.7			117.2			114.4
Diluted	119.6			117.0			119.3			116.6

Net income	$	12.3		$	41.2		$	60.2		$	60.6
Other comprehensive income (loss), net of taxes
Currency translation adjustment	0.9			0.3			1.4			(0.9		)
Other comprehensive income (loss), net of taxes	0.9			0.3			1.4			(0.9		)

Total comprehensive income	$	13.2		$	41.5		$	61.6		$	59.7

The accompanying notes are an integral part of these statements.



Microsemi Corporation	7

MICROSEMI CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited, amounts in millions)



	Six Months Ended
	April 1, 2018			April 2, 2017
Cash flows from operating activities:
Net income	$	60.2		$	60.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	120.5			115.8
Amortization of deferred financing cost	6.1			5.6
Loss on divestiture	—			1.2
Loss on disposition or impairment of assets	1.2			—
Deferred income taxes	(19.2		)	(7.3		)
Charge for stock-based compensation	51.7			43.9
Change in assets and liabilities:
Accounts receivable	(7.5		)	12.8
Inventories	12.0			(2.1		)
Other current assets	3.3			(16.6		)
Other assets	(3.0		)	(11.4		)
Accounts payable	(18.1		)	(1.1		)
Accrued liabilities	(28.8		)	(5.5		)
Other long-term liabilities	9.9			3.2
Net cash provided by operating activities	188.3			199.1
Cash flows from investing activities:
Purchases of property and equipment	(29.6		)	(26.5		)
Proceeds from the sale of short term investments	0.1			0.1
Acquisitions net of cash acquired	(138.6		)	(17.0		)
Net cash used in investing activities	(168.1		)	(43.4		)
Cash flows from financing activities:
Proceeds from debt	145.0			235.0
Repayments of debt	(65.4		)	(385.4		)
Payments of debt issuance costs	—			(1.2		)
Payments for stock settled tax withholdings	(23.1		)	(3.9		)
Proceeds from exercise of stock options	1.6			1.5
Net cash provided by (used in) financing activities	58.1			(154.0		)
Net increase in cash and cash equivalents	78.3			1.7
Cash and cash equivalents at beginning of period	144.9			189.5
Cash and cash equivalents at end of period	$	223.2		$	191.2

The accompanying notes are an integral part of these statements.



Microsemi Corporation	8

Microsemi Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 Presentation of Financial Information

The unaudited consolidated financial statements include the accounts of Microsemi Corporation and its subsidiaries. Intercompany transactions have been eliminated in consolidation.

The consolidated financial statements are unaudited, but in the opinion of our management, include all adjustments (all of which are normal or recurring adjustments) necessary for a fair statement of the results of operations for the periods indicated. The results of operations for the most recently reported quarter and six months ended April 1, 2018 are not necessarily indicative of the results to be expected for the full year.

The unaudited consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and Article 10 of SEC Regulation S-X, and therefore do not include all information and note disclosures necessary for a fair statement of our consolidated financial position, results of operations and cash flows in conformity with United States generally accepted accounting principles. The unaudited consolidated financial statements and notes thereto must be read in their entirety in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended October 1, 2017.

The unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, which require us to make estimates and assumptions that may materially affect the reported amounts of assets and liabilities at the date of the unaudited consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ materially from those estimates. Information with respect to our accounting policies that we believe could have the most significant effect on our reported results and require subjective or complex judgments is contained in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 1, 2017. In referencing a year, we are referring to the fiscal year ended on the Sunday closest to September 30. Except for per-share amounts, dollar amounts are presented in millions unless otherwise stated.

Earnings Per Share

Basic earnings per share have been computed based upon the weighted-average number of common shares outstanding during the respective periods. Diluted earnings per share have been computed, when the result is dilutive, using the treasury stock method for stock awards outstanding during the respective periods. Earnings per share were calculated as follows:



	Quarter Ended				Six Months Ended
	April 1, 2018		April 2, 2017		April 1, 2018		April 2, 2017
Basic
Net income	$	12.3	$	41.2	$	60.2	$	60.6
Weighted-average common shares outstanding	117.4		114.7		117.2		114.4
Basic earnings per share	$	0.10	$	0.36	$	0.51	$	0.53

Diluted
Net income	$	12.3	$	41.2	$	60.2	$	60.6
Weighted-average common shares outstanding for basic	117.4		114.7		117.2		114.4
Dilutive effect of stock awards	2.2		2.3		2.1		2.2
Weighted-average common shares outstanding on a diluted basis	119.6		117.0		119.3		116.6
Diluted earnings per share	$	0.10	$	0.35	$	0.50	$	0.52



Microsemi Corporation	9

Microsemi Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the quarter and six months ended April 1, 2018, we excluded 0.2 million of stock awards in the computation of diluted earnings per share as these stock awards would have been anti-dilutive. For the quarter and six months ended April 2, 2017, there were no stock awards excluded in the computation of diluted earnings per share.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09 which provides guidance on how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Entity expects to be entitled in exchange for those goods or services and on accounting for costs to obtain or fulfill a contract with a customer. The ASU also requires expanded disclosure regarding the nature, amount, timing and uncertainty of revenue that is recognized. In July 2015, the FASB decided to delay the effective date of this ASU by one year. This ASU, as amended, will be effective for the Company beginning in the first quarter of fiscal 2019 and can be adopted either full retrospective or modified retrospective with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2018. We intend to adopt this ASU on a modified retrospective basis in the first quarter of fiscal 2019. We are still in the process of finalizing our analysis on the impact of the provisions of the new standards. Our assessment process consists of reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts and identifying appropriate changes to our business processes, systems and controls to support revenue recognition and disclosure requirements under the new standard. Based on our preliminary assessments, we do not expect the new guidance to have a material impact on the nature, amount, and timing of our revenue recognition. As we continue to assess the impact of the new guidance on our revenue contracts with our customers and finalize our evaluation of any changes to our accounting policies, internal controls and footnote disclosures, we may identify additional areas of impact and may revise the results of our preliminary assessment.

The FASB since issued additional updates of its new standard on revenue recognition issued in May 2014. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations, which clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing, which amends the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property. We are currently assessing the adoption and impact of these ASUs on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. This ASU will be effective for us beginning in the first quarter of 2020 on a modified retrospective basis. Early adoption is permitted. We are currently evaluating the impact of adopting the new lease standard on our consolidated financial statements.

Note 2 Pending Acquisition

On March 1, 2018, Microsemi, Microchip Technology Incorporated, a Delaware corporation ("Microchip") and Maple Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Microchip ("Merger Subsidiary"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, Merger Subsidiary will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Microchip. At the time the Merger becomes effective (the "Effective Time"), each outstanding share of common stock, par value $0.20 per share, of the Company ("Company Stock") outstanding immediately prior to the Merger (other than (1) treasury stock held by the Company or shares of Company Stock held by Microchip or any subsidiary of the Company or Microchip, which will be cancelled without consideration and (2) shares of Company Stock held by stockholders, if any, who properly exercise their appraisal rights under the General Corporation Law of the State of Delaware) will be automatically cancelled and converted into the right to receive an amount equal to $68.78 in cash, without interest (the "Merger Consideration").

Pursuant to the Merger Agreement, as of the Effective Time, the outstanding Company equity awards will be treated as follows: (a) each outstanding option to purchase shares of Company Stock and stock appreciation right ("SAR") related to Company Stock, whether vested or unvested, will be assumed by Microchip and will be subject to the same



Microsemi Corporation	10

Microsemi Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

terms and conditions as applied to the related option or SAR immediately prior to the Effective Time, except that (i) the number of shares of Microchip’s common stock subject to each assumed option or assumed SAR will be equal to the product of the number of shares of Company Stock underlying such assumed option or assumed SAR as of immediately prior to the Effective Time multiplied by the ratio of the Merger Consideration to the average closing sales price per share of Microchip’s common stock over the period of ten trading days ending on the last trading day before the closing of the Merger (the "equity award exchange ratio") and (ii) the per share exercise price of each assumed option or assumed SAR will be determined by dividing the per share exercise price of the assumed option or assumed SAR immediately prior to the Effective Time by the equity award exchange ratio; (b) each award of time-based vesting restricted stock units ("RSU") with respect to shares of Company Stock that is outstanding and vested immediately prior to the Effective Time (including those RSUs that become vested by their terms immediately prior to or as of the Effective Time) will be canceled and converted into the right to receive an amount in cash equal to (i) the number of vested RSUs subject to the award multiplied by (ii) the Merger Consideration; (c) each award of time-based vesting RSUs with respect to shares of Company Stock that is outstanding and unvested at the Effective Time will be assumed by Microchip and converted into a number of RSUs with respect to Microchip’s common stock determined by multiplying the number of unvested RSUs by the equity award exchange ratio; (d) each award of performance-based vesting RSUs with respect to shares of Company Stock ("PSUs") that is outstanding immediately prior to the Effective Time will vest as to a percentage of the total number of shares of Company Stock subject to such award to be determined prior to the Effective Time by the compensation committee of the Company’s board of directors (the "Board") (which percentage will not be less than 100% of the target number of shares subject to the award or greater than the maximum possible vesting percentage under the terms of the award) and will be canceled and converted into the right to receive an amount in cash equal to (i) the number of vested PSUs subject to the award multiplied by (ii) the Merger Consideration; and (e) each share of Company Stock awarded pursuant to a Company restricted stock award that is outstanding and unvested as of immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration, provided that the right of the award holder to receive such cash payment will be subject to the same vesting conditions (including any applicable acceleration provisions provided under the terms of the award) as applied to the share of Company Stock to which such payment of the Merger Consideration relates. However, at least 10 days prior to the Effective Time, Microsemi and Microchip may agree that the Microsemi equity awards may be treated in a manner other than as set forth above if Microsemi and Microchip in good faith determine that (i) different treatment is necessary to avoid the violation of applicable local law or to comply with applicable local law, and (ii) such different treatment is, to the maximum extent practicable, consistent with the treatment set forth above.

The respective obligations of the Company, Microchip and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including the adoption of the Merger Agreement by the Company’s stockholders, receipt of certain regulatory approvals, the absence of any legal prohibitions to the consummation of the Merger, the accuracy of the representations and warranties of the parties and compliance by the parties with their respective obligations under the Merger Agreement. Assuming timely receipt of required regulatory approvals and satisfaction of other closing conditions, including the adoption of the Merger Agreement by the Company’s stockholders, the Company and Microchip anticipate that the Merger will be completed in June 2018.

The Merger Agreement contains certain termination rights, including the right of the Company to terminate the Merger Agreement under specified circumstances to accept an unsolicited superior proposal from a third party. The Merger Agreement provides that, upon termination of the Merger Agreement by the Company or Microchip under specified circumstances (including termination by the Company to accept a superior proposal), a termination fee of $290.0 million will be payable by the Company to Microchip. The termination fee is also payable by the Company to Microchip under certain other specified circumstances set forth in the Merger Agreement. The Merger Agreement also contains a provision requiring the Company to reimburse Microchip for up to $35.0 million of its expenses incurred in connection with the Merger if the Merger Agreement is not adopted by the Company’s stockholders is not obtained at a meeting called for that purpose.

During the quarter ended April 1, 2018, we recorded acquisition-related costs of approximately $14.8 million, primarily for outside legal and external financial advisory fees associated with the pending acquisition by Microchip. These costs were recorded in sales, general and administrative expenses in our consolidated statements of operations. Additional acquisition-related costs are expected to be incurred through the closing of the Merger.



Microsemi Corporation	11

Microsemi Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 3 Inventories

Inventories are summarized as follows:



	April 1, 2018		October 1, 2017
Raw materials	$	55.3	$	42.5
Work in process	130.3		120.6
Finished goods	80.0		76.0
	$	265.6	$	239.1

Note 4 Goodwill and Intangible Assets, Net

Goodwill and intangible assets, net consisted of the following components:



	April 1, 2018		October 1, 2017
Amortizable intangible assets
Completed technology	$	627.2	$	670.9
Customer relationships	69.5		73.8
Backlog, trade name and other	1.9		0.6
	$	698.6	$	745.3

Non-amortizable intangible assets
Goodwill	$	2,538.4	$	2,497.3
In-process research and development	$	—	$	7.0

A reconciliation of goodwill for the six months ended April 1, 2018 is as follows:



Balance as of October 1, 2017	$	2,497.3
Additions from acquisitions	41.1
Balance as of April 1, 2018	$	2,538.4

The increase in goodwill for the six months ended April 1, 2018 is related primarily to an acquisition completed during the quarter ending December 31, 2017. We completed a preliminary purchase price allocation with regards to this acquisition.



Microsemi Corporation	12

Microsemi Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Amortization of intangible assets included in operating expenses is as follows:



	Quarter Ended				Six Months Ended
	April 1, 2018		April 2, 2017		April 1, 2018		April 2, 2017
Completed technology	$	38.9	$	34.5	$	77.3	$	66.2
Customer relationships	3.0		11.7		7.6		23.7
Backlog, trade name and other	0.3		0.3		7.5		2.2
	$	42.2	$	46.5	$	92.4	$	92.1

Estimated amortization expense for amortizable intangible assets in each of the five succeeding years and thereafter is as follows:



Less than 1 Year		1-2 Years		2-3 Years		3-4 Years		4-5 Years		Thereafter
$	160.2	$	146.9	$	144.8	$	128.8	$	51.1	$	66.8

Note 5 Income Taxes

For the quarter and six months ended April 1, 2018, we recorded an income tax provision of $15.6 million and $2.0 million, respectively. For the quarter and six months ended April 2, 2017, we recorded an income tax provision of $1.7 million and $10.9 million, respectively. The difference in our effective tax rate from the U.S. statutory rate primarily reflects the impact of the mix of domestic and international pre-tax income, valuation allowance and credits. During the quarter and six months ended April 1, 2018, our income tax provisions include provisional expense and benefit, respectively, related to certain aspects of the Tax Cuts and Jobs Act ("TCJA"), as discussed further below, and changes in unrecognized tax benefits for uncertain tax positions. During the quarter and six months ended April 2, 2017, our income tax provisions included the effects of a decrease in expense due to a change in the expected realizability of certain deferred tax liabilities, partially offset by changes in effective tax rates in certain foreign jurisdictions.

The TCJA was enacted on December 22, 2017, and permanently reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax-deferred and creates new taxes on certain foreign sourced earnings. The statutory rate applicable to our fiscal year ending September 30, 2018 will be 24.5%, based on a fiscal year blended rate calculation. Accounting Standard Codification ("ASC") 740 requires filers to record the effect of tax law changes in the period enacted. However, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118"), which allows us to record provisional amounts during a measurement period ending no later than one year from the date of the TCJA enactment.

As of April 1, 2018, we have not completed our accounting for the tax effects of enactment of the TCJA. However, in the quarter ended April 1, 2018, we recorded a provisional tax expense of $11.1 million for the impact of the one-time transition tax. In the quarter ended December 31, 2017, we recorded a provisional tax benefit of $12.4 million for the remeasurement of certain deferred tax liabilities in the U.S. from 35% to 21%, as well as a provisional tax benefit of $11.8 million for the recognition of the alternative minimum tax credits that will be fully refundable under the TCJA over the next several years. These provisional amounts are included as components of provision for (benefit from) income taxes as reported in our consolidated statements of operations and comprehensive income.

The income tax provision this quarter includes the Company’s provisional expense of $13.1 million related to the one-time transition tax on earnings of certain foreign subsidiaries that were previously tax-deferred, partially offset by a provisional benefit of $2.0 million related to uncertain tax positions impacted by the Company’s foreign earnings and profits, for a net provisional tax expense in the quarter ended April 1, 2018 of $11.1 million. The one-time transition tax is based on the total post-1986 earnings and profits ("E&P") of our foreign subsidiaries. Substantially all our E&P was permanently reinvested outside the U.S. prior to the TCJA. At December 31, 2017, we were still in the process of analyzing the E&P and tax pools of our foreign subsidiaries, particularly with regards to subsidiaries from recent acquisitions, to reasonably estimate the effects of the one-time transition tax and, therefore, did not record a provisional impact. During the quarter ended April 1, 2018 we made sufficient progress in determining our E&P and tax pools to be able to provide a provisional estimate of the impact of the one-time transition tax. The provisional impact of the one-



Microsemi Corporation	13

Microsemi Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

time transition tax is subject to future measurement period adjustments in accordance with SAB 118. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations.

We have not recorded provisional amounts for other aspects of the TCJA, including the potential impact of items effective beginning after this fiscal year and continue to account for those items based on our existing accounting under ASC 740 and the provisions of the tax laws that were in effect immediately prior to the TCJA's enactment. We are still evaluating how the TCJA impacts the valuation allowance on our federal and state deferred tax assets. Further, we anticipate the Department of the Treasury, FASB and other regulators to release additional guidance and authority that could affect our accounting for the tax effects of enactment of the TCJA including the provisional impacts we have recorded to date.

We file U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. Fiscal years 2007 through 2016 generally remain subject to examination by federal and most state tax authorities and in significant foreign jurisdictions. Each quarter, we reassess our uncertain tax positions for additional unrecognized tax benefits, interest and penalties, and deletions due to statute expirations. Based on federal, state and foreign statute expirations in various jurisdictions, we anticipate a potential decrease in unrecognized tax benefits of approximately $1.0 million within the next twelve months.

We establish liabilities for possible assessments by tax authorities resulting from known tax exposures including, but not limited to, international tax issues and certain tax credits. The Internal Revenue Service ("IRS") is currently examining our income tax returns for tax years 2007 through 2014 and the Canada Revenue Agency ("CRA") is currently examining income tax returns for tax years 2007 through 2008 and 2011 through 2015. As of April 1, 2018, the IRS and the CRA have raised questions primarily related to transfer pricing. We believe that our position is appropriate and that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with our expectations, we would be required to adjust our provision for income tax in the period such resolution occurs. While we believe our reported results are appropriate, any significant adjustments could have a material adverse effect on our results of operations, cash flows and financial position if not resolved within our expectations.

Note 6 Debt

Credit Agreement

In November 2017, we entered into Amendment No. 4 ("Amendment No. 4") to our Credit Agreement dated as of January 15, 2016 (as amended and supplemented, the "Credit Agreement") with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein. Amendment No. 4 provides for, among other things, new pricing terms for the term loan B facility.

As of April 1, 2018, all loans under the Credit Agreement were Eurodollar Rate loans and the principal amounts outstanding and applicable interest rate information as of this date were as follows:



	Principal Outstanding		Base Rate		Base Rate Margin		Eurodollar Rate Margin		Applicable Rate
Revolving Facility	$	100.0	3.75	%	0.75	%	1.75	%	3.49	%
Term Loan A Facility	$	737.4	3.75	%	0.75	%	1.75	%	3.42	%
Term Loan B Facility	$	794.7	3.75	%	1.00	%	2.00	%	3.74	%

As of April 1, 2018, the fair value of principal outstanding under the Credit Agreement was $1.6 billion. We classify this valuation as a Level 2 fair value measurement.

The obligations under the Credit Agreement are collateralized by a lien on substantially all of our personal property and material real property assets, subject in each case to certain customary exceptions.



Microsemi Corporation	14

Microsemi Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Debt issuance costs recorded as a reduction to principal outstanding in the consolidated balance sheets were $29.5 million as of April 1, 2018 and $35.1 million as of October 1, 2017.

Our Credit Agreement contains financial covenants including a maximum consolidated net leverage ratio and minimum fixed charge coverage ratio and also contains other customary affirmative and negative covenants and events of default. We were in compliance with our covenants as of April 1, 2018.

Senior Unsecured Notes

In January 2016, we completed the sale of $450.0 million of our 9.125% senior unsecured notes due April 2023 (the "Notes") to qualified institutional buyers and pursuant to Regulation S in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The Notes were issued under an indenture, dated January 15, 2016, among Microsemi, the subsidiaries of Microsemi party thereto as note guarantors, and U.S. Bank National Association, as trustee (the "Indenture").

In May 2017, we repurchased a portion of our Notes with an aggregate principal amount of $170.8 million for a purchase price of $201.7 million, including accrued interest. This resulted in a loss on extinguishment of debt in fiscal year 2017 of $32.5 million, including the associated unamortized financing costs.

As of April 1, 2018, the principal outstanding on the Notes was $279.2 million and the fair value of principal outstanding was $309.6 million. We classify this valuation as a Level 1 fair value measurement.

The Notes accrue cash interest at a rate of 9.125% per year, payable semi-annually on April 15 and October 15. The Notes mature on April 15, 2023. We may redeem the Notes, and the holders of the Notes may require us to repurchase the Notes, prior to the date of maturity in certain circumstances pursuant to the terms and conditions of the Indenture. The Indenture contains customary affirmative and negative covenants and events of default.

Note 7 Stock-Based Compensation

Stock-Based Compensation

In February 2016, our stockholders approved amendments to the Microsemi Corporation 2008 Performance Incentive Plan (the "2008 Plan"). The amendments a) increased the share limit by approximately an additional 4.8 million shares so that the amended aggregate share limit for the 2008 Plan is approximately 41.8 million shares; b) extended the term of the 2008 Plan to December 2, 2025; c) limited the grant date value of awards that may be granted to non-employee directors under the 2008 Plan during any one calendar year to $0.4 million (or $0.6 million as to any newly elected or appointed non-employee director or a non-employee director serving as chairman of the Board or lead independent director); and d) extended the Company's authority to grant awards under the 2008 Plan intended to qualify as "performance-based awards" within the meaning of Section 162(m) of the U.S. Internal Revenue Code through the first annual meeting of stockholders that occurs in 2021. For every one share issued in connection with a full value award (as defined in the 2008 Plan), 2.41 shares will be counted against the share limit.

Except as described in this paragraph, shares that are subject to or underlie awards which expire or for any reason, are canceled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2008 Plan will again be available for subsequent awards under the 2008 Plan. Shares exchanged by a participant or withheld by the Company as full or partial payment in connection with any award granted under the 2008 Plan that is a full-value award, as well as any shares exchanged by a participant or withheld by the Company or one of its subsidiaries to satisfy the tax withholding obligations related to any full-value award granted under the 2008 Plan will be available for subsequent awards under the 2008 Plan. Shares exchanged by a participant or withheld by the Company to pay the exercise price of a stock option or stock appreciation right granted under the 2008 Plan, as well as any shares exchanged or withheld to satisfy the tax withholding obligations related to any such award, will not be available for subsequent awards under the 2008 Plan. Tax withholding obligations are established at the statutory minimum requirements for any shares exchanged or withheld.

Awards authorized by the 2008 Plan include options, stock appreciation rights, restricted stock, stock bonuses, stock units, performance share awards, and other cash or share-based awards. The shares issued under the 2008 Plan may be newly issued or shares held by Microsemi as treasury stock. The maximum term of a stock option grant or a stock appreciation right granted under the 2008 Plan is 6 years. For the quarter and six months ended April 1, 2018, stock-



Microsemi Corporation	15

Microsemi Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

based compensation expense was $26.1 million and $51.7 million, respectively. For the quarter and six months ended April 2, 2017, stock-based compensation expense was $15.6 million and $43.9 million, respectively.

The quantity of restricted shares and performance stock units at target levels granted and their weighted-average fair value are as follows (quantity in millions):



Six Months Ended	Quantity	Weighted-Average Fair Value per Award
April 2, 2017
Restricted shares	1.1	$	45.10
Performance stock units	0.2	$	42.65

April 1, 2018
Restricted shares	1.5	$	54.07
Performance stock units	0.5	$	48.99

Restricted Shares

Compensation expense for restricted shares was calculated based on the closing price of Company Stock on the date of grant and the restricted shares are subject to forfeiture if a participant does not meet length of service requirements. Restricted stock awards granted to employees typically vest over a three-year period and awards granted to non-employee directors vest in accordance with our director compensation policy.

Stock Units with Performance and Market Conditions

Compensation expense for performance stock units with performance and market conditions was calculated based upon expected achievement of the performance metrics specified in the grant and the closing price of our Company Stock on the date of grant, or when a grant contains a market condition, the grant date fair value using a Monte Carlo simulation which incorporates estimates of the potential outcomes of the market condition on the fair value date of each award.

Performance units with performance and market conditions are eligible to vest based on our rate of growth for net sales and earnings per share (subject to certain adjustments) relative to the growth rates for that metric over the relevant performance period for a peer group of companies. The performance period for each grant is over three fiscal years and portion of the performance units may vest based on performance after each fiscal year of the performance period.

For the 2016, 2017 and 2018 grants, 70% of each performance-based award opportunity is subject to the net sales metric for the performance period and 30% is subject to the earnings per share metric for the performance period. The maximum percentage for a particular metric is 225% of the "target" number of units subject to the award related to that metric. For the 2016 and 2017 grants, the maximum percentage is further adjusted by our total shareholder return relative to a peer group selected by the Compensation Committee. The maximum adjustment is 120%. For the 2018 grants, the maximum percentage is further adjusted based on total shareholder return on absolute revenue growth metrics. The maximum adjustment is 125%.

In July 2016, the Compensation Committee of the Board of Directors of the Company approved a long-term incentive equity award for our chief executive officer consisting of 1,000,000 RSUs awarded under the Company’s 2008 Plan. Under the award agreement, the vesting of the RSUs is contingent on the Company’s stock price achieving specified levels during the five-year period after the date of grant of the award (the "performance period") as follows:



Stock Price Level		Percentage of Total Award That Vests
$50.00		25%
$60.00		50%
$70.00		25%



Microsemi Corporation	16

Microsemi Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For a stock price level to be considered achieved, the closing price of the Company Stock (together with any dividends paid on a share of the Company Stock after the grant date of the award) must equal or exceed that level for a period of at least 20 consecutive trading days. A stock price level will also be considered achieved if, during the performance period, a change in control of the Company occurs after which the Company does not survive as a public company (a "Sale of the Company") and the per-share price of the Company Stock in the Sale of the Company (together with any dividends paid on a share of the Company Stock after the grant date of the award) equals or exceeds that level. In each case, the vesting of the award is subject to our chief executive officer's continued employment with the Company through the date the applicable stock price level is met. The first tranche of this award (corresponding to a stock price level of $50.00 per share for a period of 20 consecutive days) vested on December 9, 2016. The second tranche of this award (corresponding to a stock price level of $60.00 per share for a period of 20 consecutive days) vested on March 14, 2018.

The award is also eligible to vest in connection with certain "acceleration events" as described below. If, during the first year of the performance period, an acceleration event occurs and the award has not yet vested as to at least 160,000 RSUs, the award will accelerate on the event to the extent necessary so that 160,000 RSUs are vested on the event. If an acceleration event occurs during the performance period but after the first year of the performance period and the award has not yet vested as to at least 320,000 RSUs, the award will generally accelerate on the occurrence of the event to the extent necessary so that 320,000 RSUs are vested upon such event. If, however, an acceleration event occurs during the performance period but after the first year of the performance period, and the award has not yet vested as to at least 500,000 RSUs and the average closing price of the Company Stock for the period of 20 consecutive trading days ending with the date of the acceleration event (or, in the case of an acceleration event that is a Sale of the Company, the per-share sale price of the Company Stock, and in each case together with any dividends paid on a share of the Company Stock after the grant date) equals or exceeds $50.00, the award will accelerate on occurrence of the event to the extent necessary so that 500,000 RSUs are vested upon such event. For these purposes, an "acceleration event" is either a change in control of the Company (whether or not the transaction constitutes a Sale of the Company) or a termination of our chief executive officer's employment by the Company without cause, by our chief executive officer for good reason or as a result of our chief executive officer's death or disability (as such terms are defined in the award agreement). In no event will the award vest as to more than 100% of the RSUs subject to the award (with the RSUs under the award being subject in each case to customary adjustments for stock splits and similar events).

Note 8 Segment Information

We manage our business on the basis of one reportable segment, as a manufacturer of semiconductors in different geographic areas, including the United States, Europe and Asia. We derive revenue from sales of our high-performance analog/mixed-signal integrated circuits and power and high-reliability individual component semiconductors. These products include individual components as well as integrated circuit solutions that enhance customer designs by improving performance, reliability and battery optimization, reducing size or protecting circuits. As a percentage of consolidated net sales, sales to customers with a ship-to location in Hong Kong totaled 18% for the quarter and six months ended April 1, 2018, and 17% and 18% for the quarter and six months ended April 2, 2017, respectively.



Microsemi Corporation	17

Microsemi Corporation and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 9 Restructuring and Severance Charges

The following table reflects restructuring activities and the accrued liabilities at the dates below:



	Employee Severance			Contract Termination Costs			Other Associated Costs			Total
Balance at October 1, 2017	$	8.5		$	8.4		$	1.7		$	18.6
Provisions	7.4			0.8			0.9			9.1
Reversal/adjustment of prior provision	—			(0.2		)	(0.3		)	(0.5		)
Cash expenditures	(10.3		)	(2.4		)	(0.1		)	(12.8		)
Other non-cash settlement	—			(0.8		)	(1.2		)	(2.0		)
Balance at April 1, 2018	$	5.6		$	5.8		$	1.0		$	12.4

We recorded provisions for employee severance of $7.4 million for the six months ended April 1, 2018. Employee severance covered individuals in engineering, manufacturing, administration and sales and is expected to be paid within the next twelve months.

We recorded net provisions for contract termination costs of $0.6 million for the six months ended April 1, 2018, primarily for the fair value at the cease-use date of operating lease liabilities for space we have exited. Facilities consisted of manufacturing sites, as well as sales, engineering and administrative space.

Note 10 Commitments and Contingencies

We are generally self-insured for losses and liabilities related to certain employee medical, workers’ compensation and employer’s liability insurance. Our self-insurance liabilities were $2.4 million and $1.6 million at April 1, 2018 and October 1, 2017, respectively. Our self-insurance liabilities are based on estimates and, while we believe that the amounts accrued are adequate, the ultimate claims may be in excess of the amounts provided.

We are involved in pending litigation, administrative and similar matters arising out of the normal conduct of our business, including litigation relating to acquisitions, employment matters, commercial transactions, contracts, environmental matters and matters related to compliance with governmental regulations. The ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance. In the opinion of management, the final outcome of these matters, if they are adverse, will not have a material adverse effect on our financial position, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability, financial impact or other sanctions imposed on us from these matters could differ materially from those projected.



Microsemi Corporation	18


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This Quarterly Report on Form 10-Q includes current beliefs, expectations and other forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results contemplated by these forward-looking statements due to certain factors, including those discussed in Part II, Item 1A, "Risk Factors" and elsewhere in this Quarterly Report. This "Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") and the accompanying consolidated financial statements and notes thereto must be read in conjunction with the MD&A and the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended October 1, 2017, in their entirety.

Unless the context otherwise requires, the "Company," "Microsemi," "we," "our," "ours" and "us" refer to Microsemi Corporation and its consolidated subsidiaries.

OVERVIEW

We are a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. We offer a comprehensive portfolio of semiconductor and system solutions for aerospace & defense, communications, data center and industrial markets. Products include high-performance and radiation-hardened analog mixed-signal integrated circuits ("ICs"), field programmable gate arrays ("FPGAs"), system on chip solutions ("SoCs") and application-specific integrated circuits ("ASICs"); power management products; timing and synchronization devices and precise time solutions, setting the world's standard for time; voice processing devices; radio frequency ("RF") solutions; discrete components; enterprise storage and communication solutions; security technologies; Ethernet solutions; Power-over-Ethernet ("PoE") ICs and midspans; as well as custom design capabilities and services.

The principal end markets that we serve include Aerospace & Defense, Communications, Data Center, and Industrial. Today, Microsemi products are found in applications such as: communications infrastructure systems, both wireless and wired LAN systems, implantable pacemakers and defibrillators, radar systems, military and commercial satellites and aircraft, and enterprise storage and hyperscale data centers.

Recent Developments

Mission and Vision Statements

Mission: Strengthen and leverage the industry's most comprehensive product technology portfolio, differentiated by power, security, reliability and performance, to expand our leadership position in high-value, high-barrier-to-entry markets. Develop innovative leading-edge solutions that provide our customers with an unparalleled competitive edge, and deliver best-in-class technical service and support.

Vision: Leading-edge semiconductor solutions, solving the most difficult problems where performance matters, reliability is vital and security is non-negotiable.



Microsemi Corporation	19

Our growth strategy is dependent on our ability to successfully develop new technologies and products, and is complemented by our ability to implement our selective acquisitions strategy. New technologies or products we may develop may not lead to an incremental increase in revenues, and there is a risk these new technologies or products will decrease the demand for our existing products and result in an offsetting reduction in revenues. There can be no assurance the benefits of any acquisition will outweigh the attendant costs, and if they do not, our results of operations and stock price may be adversely affected.

Summary of Financial Results

Net sales, gross profit and gross margin were as follows (amounts in millions, except percentages):



	Quarter Ended											Six Months Ended
	April 1, 2018			April 2, 2017			Variance $			Variance %		April 1, 2018			April 2, 2017			Variance $			Variance %
Net sales	$	492.2		$	442.9		$	49.3		11.1	%	$	960.9		$	878.4		$	82.5		9.4	%
Gross profit	$	290.3		$	284.1		$	6.2		2.1	%	$	578.9		$	560.6		$	18.3		3.3	%
Gross margin	59.0		%	64.1		%	(5.1		)%			60.2		%	63.8		%	(3.6		)%

Net sales increased $49.3 million or 11.1% to $492.2 million for the quarter ended April 1, 2018 ("Q2 2018") from $442.9 million for the quarter ended April 2, 2017 ("Q2 2017") primarily due to an increase in sales volumes in each of our end markets. Net sales increased $82.5 million or 9.4% to $960.9 million for the six months ended April 1, 2018 ("2018 YTD") from $878.4 million for the six months ended April 2, 2017 ("2017 YTD") primarily due to an increase in sales volumes in each of our end markets.

Gross profit increased $6.2 million to $290.3 million (59.0% of net sales) for Q2 2018 from $284.1 million (64.1% of net sales) for Q2 2017, and increased $18.3 million to $578.9 million (60.2% of net sales) for 2018 YTD from $560.6 million (63.8% of net sales) for 2017 YTD. During 2018 YTD, we recorded costs related to manufacturing profit in acquired inventory of $17.5 million and inventory charges related to the closure of a manufacturing facility of $2.4 million.

During 2018 YTD, we recorded net provisions for employee severance of $7.4 million. Employee severance covered individuals in engineering, manufacturing, administration and sales and is expected to be paid within the next twelve months. We recorded net provisions for contract termination costs of $0.6 million primarily for the fair value at the cease-use date of operating lease liabilities for space we have exited. The exited facilities consisted of manufacturing sites, as well as sales, engineering, and administrative space.

Uncertain macroeconomic conditions worldwide subject us to certain risks (see Part II, Item 1A, Risk Factors, "We may be unable to successfully implement our acquisitions strategy or integrate acquired companies and personnel with existing operations," "Negative or uncertain worldwide economic conditions may adversely affect our business, financial condition, cash flow and results of operations," "International operations and sales expose us to material risks and may increase the volatility of our operating results," and "The concentration of the facilities that service the semiconductor industry, including facilities of current or potential vendors or customers, makes us more susceptible to events or disasters affecting the areas in which they are most concentrated."

Markets



Microsemi Corporation	20

Our products include discretes and ICs, modules, and subsystem solutions that enhance customer designs by improving performance, security, reliability and power consumption. The principal end markets we serve include:

•

Aerospace & Defense - Microsemi’s high-performance solutions are used by the majority of commercial airliners manufactured today and all Tier 1 prime contractors in a variety of homeland and offshore security applications. Microsemi products are used in the latest advanced models such as the Boeing 787 Dreamliner, Boeing 737 MAX, Airbus A350 and Airbus A320neo. Microsemi's high-reliability products are used in most satellites and in a wide range of commercial and military avionics systems. Microsemi’s product offering for aerospace includes radiation hardened and radiation tolerant solutions for the satellite market to which it supplies all of the top manufacturers. Microsemi's defense and security solutions are also used in products such as unmanned aerial vehicles, radar applications and radio and guidance systems. Microsemi continues to lead the market for semiconductor sales in this end market.

•

Communications - Microsemi is a key supplier to top-tier companies focused on wired and wireless communications products. These products are deployed in applications ranging from the central office to the enterprise and the home, and to a broad array of wired and wireless networked devices. Microsemi boasts the largest and most complete timing product offering, as well as the industry's only end to end timing product portfolio. Microsemi also pioneered the concept and development of Power-over-Ethernet ("PoE") technology and offers ICs and system solutions (midspans) based on this increasingly popular power transmission solution.

•

Data Center - Microsemi's data center products and solutions enable high-speed communications between the servers, switches and storage devices that comprise these systems thereby allowing large quantities of data to be stored, managed and moved securely. As storage demand continues to grow, managing the data becomes more critical for the operation of the entire company or service provider. Our focus in this area is in developing controllers and switches for high-performance storage systems in cloud and enterprise data center applications.

•

Industrial - Microsemi delivers secure and highly reliable solutions for applications including industrial controls, machine-to-machine (M2M) communications, energy exploration and drilling, semiconductor capital equipment and alternative energy platforms. Microsemi is also a leading supplier of ultra-low power wireless solutions used in medical devices including implantable defibrillators and pacemakers, MRI machines, and portable medical equipment.

Recent Product Introductions

Microsemi marketed a number of recently introduced and updated products, including:


•	its new PDS-208G power-over-Ethernet (PoE) switch, offering an optimal and cost-effective solution designed specifically for digital ceiling installations;


•	the ZL70123, a new radio frequency (RF) base station module for implantable devices utilizing the Medical Implant Communication Service (MICS) RF band, developed specifically for external controllers and monitors of implantable medical devices;


•	sampling availability of the first product in its next-generation 1200-volt (V) Silicon Carbide (SiC) MOSFETs, the 40 mOhm MSC040SMA120B;


•	its 1200 V SiC Schottky barrier diodes (SBDs), expanding Microsemi's growing SiC discretes and modules portfolios;


•	DIGI-G5, the newest member of its award-winning DIGI franchise, enabling packet optical transport platforms to triple in capacity while slashing power consumption by 50 percent per port;


•	enhancements to its Switchtec PCIe advanced Fabric Switch (PAX), which now provides high-performance fabric connectivity and composability for multi-host graphics processing unit (GPU) and NVMe solid state drive (SSD) systems;


•	its Switchtec PCIe Gen 4 development platform, which enables customers to immediately begin PCIe Gen 4 system hardware designs based on the company's PCIe Gen 4 switch and develop firmware using its Switchtec software development kit (SDK); and



Microsemi Corporation	21


•	its radiation-tolerant AAHS298B eight-channel source driver for space applications, was successfully qualified and certified by the U.S. Defense Logistics Agency (DLA) as Qualified Manufacturers List (QML) Class V and Q, with four Standard Microcircuits Drawings (SMDs) listed, is now in production.

Results of Operations

Net sales increased $49.3 million or 11.1% to $492.2 million for Q2 2018 from $442.9 million for Q2 2017. Net sales increased $82.5 million or 9.4% to $960.9 million for 2018 YTD from $878.4 million for 2017 YTD. Estimated sales by end markets are based on our understanding of end market uses of our products. An estimated breakout of net sales by end market is as follows:



	Quarter Ended				Six Months Ended
	April 1, 2018		April 2, 2017		April 1, 2018		April 2, 2017
Aerospace & Defense	$	125.5	$	112.1	$	253.2	$	223.3
Communications	174.0		168.1		337.2		326.1
Data Center	113.2		98.4		217.1		199.9
Industrial	79.5		64.3		153.4		129.1
	$	492.2	$	442.9	$	960.9	$	878.4

Net sales in the Aerospace & Defense end market increased $13.4 million to $125.5 million in Q2 2018 from $112.1 million in Q2 2017 and increased $29.9 million to $253.2 million in 2018 YTD from $223.3 million in 2017 YTD. Our aerospace outlook remains healthy. Commercial air remains a steady contributor, and we expect continuing benefits from innovative airframe advancements and corresponding content growth, as deliveries of more electronically advanced aircraft progress, as well as benefits from upgrades to existing airframes. We believe our differentiated highly reliable and secure FPGA technology will contribute to growth in this end market. We also expect satellite sales, which include higher margin radiation-tolerant FPGA products, to improve over the upcoming year. We continue to note an improving defense market where we have increased dollar content in the form of our FPGAs and timing products and growing foreign military sales. While we believe we have yet to see additional incremental defense sales from a proposed increase in U.S. defense spending, our customers are anticipating the increase and coordinating with us on multi-year capacity needs. We believe that procurement plans that emphasize command, control, communications, computers, intelligence, surveillance and reconnaissance equates to growing electronic content.

Net sales in the Communications end market increased $5.9 million to $174.0 million in Q2 2018 from $168.1 million in Q2 2017 and increased $11.1 million to $337.2 million in 2018 YTD from $326.1 million in 2017 YTD. This end market benefited in 2018 YTD from increased contributions in broadband gateway products with increased demand in China and India. We believe the communications infrastructure market will experience continued sales growth in the second half of 2018. We continue to experience growth in our timing products, driven by network synchronization and clock management products in communications infrastructure applications. We believe we have the broadest portfolio of timing products which allows us to better anticipate and serve our customers' needs while improving our market share. Sales of legacy Ethernet switching products declined as growth in LTE and capital expenditures at carriers slowed as a result of a pause in the wireless capital expenditure in China due to the 4G wind down. We are benefiting from the resulting shift of spending into wireline applications and the continuing emergence of 100G deployments in China and North America. Our recently announced next generation FPGA products solutions are designed for the Communications end market and we believe they will extend our leadership of our low power, secure and reliable solutions.

Net sales in the Data Center end market increased $14.8 million to $113.2 million in Q2 2018 from $98.4 million in Q2 2017 and increased $17.2 million to $217.1 million in 2018 YTD from $199.9 million in 2017 YTD. The increase in Q2 2018 compared to Q2 2017 was primarily attributable to an increase in sales volumes of our flash controller products which continued to gain momentum with increased spending from our hyper scale customers. We expect increased contributions from our scalable storage products that will benefit from increased customer adoption of the Intel Purley platform, offsetting declines in end-of-life fibre channel products. Amounts reported in this end market currently consist of the storage controllers, interconnect devices and board level products, along with various power management and Ethernet switching products which have been selling into Data Center applications. Over the longer term, we expect to drive our Ethernet switching, FPGA, and other secure devices into high-growth hyperscale applications as we execute



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on Microsemi’s solution-sell go-to-market strategy. We expect to leverage our strong product portfolio and customer relationships to increase net sales in a high-growth Data Center end market.

Net sales in the Industrial end market increased $15.2 million to $79.5 million in Q2 2018 from $64.3 million in Q2 2017 and increased $24.3 million to $153.4 million in 2018 YTD from $129.1 million in 2017 YTD. The increase in Q2 2018 compared to Q2 2017 was attributable to increased sales in automotive and semiconductor capital equipment applications. We continue to forecast growth for 2018 based on the strength of our ultra-low power RF products, recovered energy markets and several emerging market opportunities such as automotive charging stations in China, motor control applications for our FPGA products, and industrial automation opportunities for our Ethernet switching solutions.

Selling, general and administrative ("SG&A") expenses increased $25.0 million to $100.8 million for Q2 2018 from $75.8 million in Q2 2017 and increased $18.9 million to $185.1 million for 2018 YTD from $166.2 million for 2017 YTD. During the quarter ended April 1, 2018, we recorded acquisition-related costs of approximately $14.8 million, primarily for outside legal and external financial advisory fees associated with the pending acquisition by Microchip Technology Incorporated.

Research and development expense increased $5.8 million to $92.7 million for Q2 2018 from $86.9 million for Q2 2017 and increased $12.6 million to $181.8 million for 2018 YTD from $169.2 million for 2017 YTD. While incremental costs from recent acquisitions contributed to increased research and development expenses from 2017 YTD compared to 2018 YTD, the increases were partially offset by selectively investing in strategic product roadmaps. The spending on research and development was principally to develop new higher-margin application-specific products, including, among others, our processor and core architecture development for next generation programmable products, storage and optical products, Ethernet switches, medical communications and signal processing devices, the continued roadmap development of our industry-leading timing and synchronization products, and the ongoing development of gallium nitride (GaN) and silicon carbide (SiC) power solutions.

Amortization of intangible assets included in operating expenses is as follows:



	Quarter Ended				Six Months Ended
	April 1, 2018		April 2, 2017		April 1, 2018		April 2, 2017
Completed technology	$	38.9	$	34.5	$	77.3	$	66.2
Customer relationships	3.0		11.7		7.6		23.7
Backlog, trade name and other	0.3		0.3		7.5		2.2
	$	42.2	$	46.5	$	92.4	$	92.1



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The following table reflects the related restructuring activities and the accrued liabilities at the dates below:



	Employee Severance			Contract Termination Costs			Other Associated Costs			Total
Balance at October 1, 2017	$	8.5		$	8.4		$	1.7		$	18.6
Provisions	7.4			0.8			0.9			9.1
Reversal/adjustment of prior provision	—			(0.2		)	(0.3		)	(0.5		)
Cash expenditures	(10.3		)	(2.4		)	(0.1		)	(12.8		)
Other non-cash settlement	—			(0.8		)	(1.2		)	(2.0		)
Balance at April 1, 2018	$	5.6		$	5.8		$	1.0		$	12.4

We recorded provisions for employee severance of $7.4 million for 2018 YTD. Employee severance covered individuals in engineering, manufacturing, administration and sales and is expected to be paid within the next twelve months.

We recorded net provisions for contract termination costs of $0.6 million for 2018 YTD, primarily for the fair value at the cease-use date of operating lease liabilities for space we have exited. The exited facilities consisted of manufacturing sites, as well as sales, engineering and administrative space.

Interest expense, net, decreased $3.1 million to $22.8 million for Q2 2018 from $25.9 million for Q2 2017 and decreased $7.4 million to $44.4 million for 2018 YTD from $51.8 million for 2017 YTD primarily due to principal repayments and the positive impact of our credit facility repricing in November 2017.

For the quarter and six months ended April 1, 2018, we recorded an income tax provision of $15.6 million and $2.0 million, respectively. For the quarter and six months ended April 2, 2017, we recorded an income tax provision of $1.7 million and $10.9 million, respectively. The difference in our effective tax rate from the U.S. statutory rate primarily reflects the impact of the mix of domestic and international pre-tax income, valuation allowance and credits. During the quarter and six months ended April 1, 2018, our income tax provisions include provisional expense and benefit, respectively, related to certain aspects of the TCJA, as discussed further below, and changes in unrecognized tax benefits for uncertain tax positions. During the quarter and six months ended April 2, 2017, our income tax provisions included the effects of a decrease in expense due to a change in the expected realizability of certain deferred tax liabilities, partially offset by changes in effective tax rates in certain foreign jurisdictions.

The TCJA was enacted on December 22, 2017, and permanently reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax-deferred and creates new taxes on certain foreign sourced earnings. The statutory rate applicable to our fiscal year ending September 30, 2018 will be 24.5%, based on a fiscal year blended rate calculation. ASC 740 requires filers to record the effect of tax law changes in the period enacted. However, the SEC issued SAB 118, which allows us to record provisional amounts during a measurement period ending no later than one year from the date of the TCJA enactment.

The income tax provision this quarter includes the Company’s provisional expense of $13.1 million related to the one-time transition tax on earnings of certain foreign subsidiaries that were previously tax-deferred, partially offset by a provisional benefit of $2.0 million related to uncertain tax positions impacted by the Company’s foreign earnings and profits, for a net provisional tax expense in the quarter ended April 1, 2018 of $11.1 million. The one-time transition tax is based on the total post-1986 E&P of our foreign subsidiaries. Substantially all our E&P was permanently reinvested outside the U.S. prior to the TCJA. At December 31, 2017, we were still in the process of analyzing the E&P and tax pools of our foreign subsidiaries, particularly with regards to subsidiaries from recent acquisitions, to reasonably estimate the effects of the one-time transition tax and, therefore, did not record a provisional impact. During the quarter ended



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April 1, 2018 we made sufficient progress in determining our E&P and tax pools to be able to provide a provisional estimate of the impact of the one-time transition tax. The provisional impact of the one-time transition tax is subject to future measurement period adjustments in accordance with SAB 118. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations.

CAPITAL RESOURCES AND LIQUIDITY

We had $223.2 million and $144.9 million in cash and cash equivalents at April 1, 2018 and October 1, 2017, respectively. During Q2 2018 and 2018 YTD, we financed our operations with cash generated from operations. We believe that we have the ability to raise cash in the United States through existing and new credit facilities or by settling loans receivable with our foreign subsidiaries. We believe that through our cash flows from operations, together with our existing cash and cash equivalents, we will be able to meet our operating and capital requirements for at least the next twelve months.

Our various foreign subsidiaries hold cash and cash equivalents and these balances held outside the United States may not be readily available to meet our domestic cash requirements. We intend to reinvest prior and certain current year earnings from our foreign entities indefinitely. Certain current year earnings from our foreign entities are not indefinitely reinvested and we recorded the tax impact in current year net income. We require a substantial amount of cash in the United States for strategic business initiatives including: purchases of property and equipment, accelerated principal payments on debt, potential repurchases of our common stock and potential future acquisitions. If we are unable to meet our domestic cash requirements using domestic cash flows from operations, domestic cash and cash equivalents, or by settling loans with our foreign subsidiaries, it may be necessary for us to consider raising funds through debt or equity offerings or repatriate earnings that we have designated as permanently reinvested. Any repatriation of earnings may require us to record additional income tax expense and remit additional taxes, which could have a material effect on our results of operations, cash flows and financial condition. We continue to evaluate our permanently reinvested assertion in the future in response to the recently enacted TCJA. We have analyzed the earnings and profits and tax pools of our foreign subsidiaries to estimate the effects of the one-time transition tax and have recorded a provisional impact as permitted by SAB 118. Our analysis is preliminary, particularly with regards to subsidiaries from recent acquisitions.

Net cash provided by operating activities decreased $10.8 million to $188.3 million during 2018 YTD from $199.1 million during 2017 YTD. A summary of net cash provided by operating activities during 2018 YTD and 2017 YTD is as follows:



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	Six Months Ended
	April 1, 2018			April 2, 2017
Net income	$	60.2		$	60.6
Depreciation and amortization	120.5			115.8
Amortization of deferred financing cost	6.1			5.6
Loss on divestiture	—			1.2
Loss on disposition or impairment of assets	1.2			—
Deferred income taxes	(19.2		)	(7.3		)
Charge for stock-based compensation	51.7			43.9
Net change in working capital accounts	(39.3		)	(12.4		)
Net change in other long-term assets and liabilities	7.1			(8.3		)
Net cash provided by operating activities	$	188.3		$	199.1

The net change in our working capital accounts was primarily due to timing of collections and payments and increase in inventory due to anticipated shipments in the following quarter.

Net cash used in investing activities was $168.1 million for 2018 YTD and consisted of purchases of property and equipment of $29.6 million and $138.6 million in payment for acquisition, partially offset by $0.1 million in proceeds from the sale of short-term investments. Net cash used in investing activities was $43.4 million for 2017 YTD and consisted of $26.5 million in purchases of property and equipment and $17.0 million in payments for acquisitions, partially offset by $0.1 million in proceeds from the sale of short-term investments.

Net cash provided by financing activities was $58.1 million for 2018 YTD compared to $154.0 million of net cash used in financing activities for 2017 YTD. Net cash provided by financing activities in 2018 YTD consisted of $145.0 million in proceeds from the credit facility and $1.6 million in net proceeds from the exercise of stock options, partially offset by $65.4 million in repayments of our credit facility, and $23.1 million in payments of stock settled tax withholdings. Net cash used in financing activities in 2017 YTD consisted of $385.4 million in repayments of our credit facility, $1.2 million in credit facility issuance costs, and $3.9 million in payments of stock settled tax withholdings, partially offset by $235.0 million in proceeds from Credit Facility and $1.5 million in net proceeds from the exercise of stock options. Please refer to Note 6, "Debt" of our notes to unaudited consolidated financial statements for a discussion of our Credit Agreement and Notes.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States that require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. Information, with respect to our critical accounting policies, that we believe could have the most significant effect on our reported results and require subjective or complex judgments is contained in Note 1 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended October 1, 2017. We have made no significant changes to our critical accounting policies from those described in our Annual Report on Form 10-K for the year ended October 1, 2017.

RECENTLY ISSUED ACCOUNTING STANDARDS

Please refer to Note 1, "Presentation of Financial Information" of our notes to unaudited consolidated financial statements for a discussion of recently issued accounting standards.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various forms of market risk, which is the potential loss arising from adverse changes in credit risk, foreign currency exchange rates, interest rates or the stock market.



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Interest Rates

On November 21, 2017, we entered into Amendment No. 4 ("Amendment No. 4") to our Credit Agreement dated as of January 15, 2016 (as amended and supplemented, the "Credit Agreement") with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein. Amendment No. 4 provides for, among other things, new pricing terms for the term loan B facility.

As of April 1, 2018, all loans under the Credit Agreement were Eurodollar Rate loans and the principal amounts outstanding and applicable interest rate information as of this date were as follows:



	Principal Outstanding		Base Rate		Base Rate Margin		Eurodollar Rate Margin		Applicable Rate
Revolving Facility	$	100.0	3.75	%	0.75	%	1.75	%	3.49	%
Term Loan A Facility	$	737.4	3.75	%	0.75	%	1.75	%	3.42	%
Term Loan B Facility	$	794.7	3.75	%	1.00	%	2.00	%	3.74	%

We have historically conducted a limited interest rate hedging program and currently have no outstanding interest rate hedging instruments. We have considered and may continue to consider increasing expanding our interest rate hedging program.

Foreign Currency Exchange Rates

We conduct a relatively small portion of our business in a number of foreign currencies, principally the European Union Euro, Canadian Dollar, British Pound, Israeli Shekel and Chinese RMB. We may receive some revenues in foreign currencies and purchase some inventory and services in foreign currencies. Accordingly, we are exposed to transaction gains and losses that could result from changes in exchange rates of foreign currencies relative to the U.S. dollar. Because transactions in foreign currencies have represented a relatively small portion of our business, foreign currency fluctuations have not had a material impact historically on our revenues or results of operations. However, there can be no assurance future fluctuations in the value of foreign currencies will not have material adverse effects on our results of operations, cash flows or financial condition. We have conducted a limited foreign currency hedging program thus far. We have considered and may continue to consider expanding our foreign currency hedging program.

Credit Risk

A significant portion of our sales are or may be derived from U.S. government agencies or customers whose principal sales are to U.S. government agencies which creates concentrations of credit risk. Future sales are subject to the uncertainties of governmental appropriations and national defense policies and priorities, including lingering impacts of sequestration under the Budget Control Act of 2011, constraints of the budgetary process and timing and potential changes in these policies and priorities. Additionally, the long-term outlook for the fiscal position of the U.S. federal government is also uncertain, as illustrated by the budget negotiations and the shutdown of non-essential U.S. federal government services in October 2013 and January 2018.

Generally, the U.S. government and its contractors and subcontractors may terminate their contracts with us at any time, with or without cause. We have in the past experienced the termination of a contract due to the termination of the underlying government contract. All government contracts are also subject to price renegotiation in accordance with the U.S. Government Renegotiation Act. By reference to such contracts, all of the purchase orders we receive that are related to government contracts are subject to these possible events. In addition, the recent shutdown of non-essential U.S. government services and any future government shutdowns may significantly increase the risk of further contract terminations or renegotiations, and any such termination or renegotiation could have a material adverse impact upon our revenues and results of operations.



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ITEM 4.	CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer, with the assistance of other members of management, conducted an evaluation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of April 1, 2018.

(b) Changes in internal control over financial reporting.

There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended April 1, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.



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PART II. OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

Subsequent to the filing on April 19, 2018 of our definitive proxy statement in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated March 1, 2018 by and among Microsemi, Microchip Technology Incorporated, a Delaware corporation ("Microchip"), and Maple Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Microchip ("Merger Subsidiary"), pursuant to which, among other things, Microchip will acquire Microsemi through a merger (the "Merger"), various putative class action complaints have been filed by purported stockholders of the Company against Microsemi and our current directors. As of April 26, 2018, we have received the following complaints, each filed in the United States District Court for the Central District of California: Michael Rubin v. Microsemi, Case No. 8:18-cv-00653, filed April 20, 2018; Robert Johnson v. Microsemi, Case No. 8:18-cv-00698, filed April 24, 2018; and Jordan Rosenblatt v. Microsemi, Case No. 8:18-cv-00724 filed April 26, 2018. The complaints purport to be brought on behalf of all similarly situated stockholders of Microsemi and generally allege violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with our definitive proxy statement. The complaints seek to enjoin the vote on and closing of the Merger, rescission, damages, and attorneys’ and experts’ fees and costs. While it is too early to predict the outcome of this litigation, we believe that the allegations in these actions are without merit. Additional lawsuits arising out of or relating to the Merger Agreement or the Merger may be filed in the future.

We are involved in pending litigation, administrative and similar matters arising out of the normal conduct of our business, including litigation relating to acquisitions, employment matters, intellectual property matters, commercial transactions, contracts, environmental matters and matters related to compliance with governmental regulations. The ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore, not predictable with assurance. In the opinion of management, the final outcome of these matters, if they are adverse, will not have a material adverse effect on our financial position, results of operations or cash flows. However, there can be no assurance with respect to such result, and monetary liability, financial impact or other sanctions imposed on us from these matters could differ materially from those projected.


ITEM 1A.	RISK FACTORS

We routinely update our risk factors previously disclosed in Part I, Item IA of our Annual Report on Form 10-K for the fiscal year ended October 1, 2017, as filed with the Securities and Exchange Commission (the "SEC") on November 14, 2017. For the convenience of our readers, our updated risk factors are included below in this Item 1A, and we recommend that they be read in their entirety. Other than the addition of the first two risk factors below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended October 1, 2017.

The announcement or pendency of the Merger may have an adverse effect on our business, financial condition, cash flow and results of operations and the trading price of our common stock.

On March 1, 2018, Microsemi, Microchip Technology Incorporated, a Delaware corporation ("Microchip") and Maple Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Microchip ("Merger Subsidiary"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, Microchip will acquire Microsemi through a merger (the "Merger"). As a result of the Merger Agreement, we are subject to business uncertainties and contractual restrictions while the Merger is pending that could adversely affect our business, financial condition and results of operations. For example, the announcement or pendency of the Merger could have an adverse effect on our revenue if our customers delay, defer or cancel purchases pending completion of the Merger. While we are attempting to address this risk through communications with our customers, current and prospective customers may be reluctant to purchase our products due to potential uncertainty about the direction of our product offerings and the support and service of our products after the Merger is consummated. Additionally, we are subject to additional risks in connection with the announcement and pendency of the Merger, including:


•	potential adverse effects on our relationships with our current suppliers and other business partners, or those with which we are seeking to establish business relationships;



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•	the pendency and outcome of any legal proceedings that have been or may be instituted against us, our directors and others relating to the transactions contemplated by the Merger Agreement;


•	the restrictions imposed on our business and operations by certain covenants set forth in the Merger Agreement, which may prevent us from pursuing certain opportunities without Microchip’s approval;


•	that we may forego opportunities we might otherwise pursue absent the Merger Agreement;


•	potential adverse effects on our ability to attract, recruit, retain and motivate current and prospective employees who may be uncertain about their future roles and relationships with us following the completion of the Merger; and


•	the diversion of our employees’ and management’s attention due to activities related to the transactions contemplated by the Merger Agreement.

Failure to complete the Merger could negatively impact our business, financial condition, cash flow, results of operations and the trading price of our common stock.

The respective obligations of Microsemi and Microchip to complete the Merger are subject to the satisfaction or waiver of certain customary conditions, including the adoption of the Merger Agreement by our stockholders, receipt of certain regulatory approvals, the absence of any legal prohibitions to the consummation of the Merger, the accuracy of the representations and warranties of the parties and compliance by the parties with their respective obligations under the Merger Agreement. There can be no assurance that these conditions to the completion of the Merger will be satisfied in a timely manner or at all.

Following the filing of our definitive proxy statement on April 19, 2018, various putative class action complaints have been filed by purported stockholders of the Company two stockholders alleging violations of the Securities Exchange Act of 1934 in connection with the proxy statement. The complaints seek to enjoin the vote on and closing of the Merger, rescission, damages, and attorneys’ and experts’ fees and costs. While it is too early to predict the outcome of this litigation, we believe that the allegations in these actions are without merit. Additional lawsuits arising out of or relating to the Merger Agreement or the Merger may be filed in the future. If these action or similar actions that may be brought are successful, the Merger could be delayed or prevented.

If the Merger is not completed, the trading price for our common stock could fall to the extent that our current price reflects an assumption that Merger will be completed. Furthermore, if the Merger is not completed, we may suffer other consequences that could adversely affect our business, results of operations and share price, including the following:


•	we could be required to pay a termination fee of $290 million, or an expense reimbursement amount up to $35 million, to Microchip under certain circumstances as described in the Merger Agreement;


•	we would have incurred significant costs in connection with the Merger that we would be unable to recover;


•	we may be subject to additional legal proceedings related to the Merger;


•	the failure of the acquisition to be consummated may result in negative publicity and a negative impression of us in the investment community;


•	any disruptions to our business resulting from the announcement and pendency of the acquisition, including any adverse changes in our relationships with our customers, vendors and employees, may continue or intensify in the event the Merger is not consummated;


•	we may not be able to take advantage of alternative business opportunities or effectively respond to competitive pressures; and


•	we may experience loss of employees.



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Negative or uncertain worldwide economic conditions could prevent us from accurately forecasting demand for our products, which could adversely affect our operating results or market share.

Negative worldwide economic conditions and market instability in recent years have made it increasingly difficult for us, our customers and our suppliers to accurately forecast future product demand trends. If signs of improvement in the global economy do not progress as expected and global economic conditions worsen, our forecasts of product demand trends could prove to be incorrect and could cause us to produce excess products that can depress product prices, increase our inventory carrying costs and result in obsolete inventory. Alternatively, this forecasting difficulty could cause a shortage of products, or materials used in our products, that could result in an inability to satisfy demand for our products and a loss of market share.

Negative or uncertain worldwide economic conditions may adversely affect our business, financial condition, cash flow and results of operations.

Recent domestic and global economic conditions have presented unprecedented and challenging conditions reflecting continued concerns about the availability and cost of credit, downgrades and continued negative pressure on sovereign credit ratings, the mortgage market, volatile real estate values, volatility in energy costs, decreased consumer confidence and spending and added concerns fueled by the federal government's interventions in the financial and credit markets. These conditions have contributed to instability in both the domestic and international capital and credit markets, potentially increased the cost of credit and diminished expectations for the global economy. In addition, these conditions make it extremely difficult for our customers to accurately forecast and plan future business activities and could cause businesses to slow spending on our products, which could cause our sales to decrease or result in an extension of our sales cycles. Due to these conditions, our customers may have difficulties obtaining capital at adequate or historical levels to finance their ongoing businesses and operations, which could impair their ability to make timely payments to us. If that were to occur, we may be required to increase our allowance for doubtful accounts and our cash flows would be negatively impacted. We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide or within our industry. If signs of improvement in the global economy do not progress as expected and economic conditions worsen, our financial condition, cash flows, and results of operations could be materially and adversely affected.

Both our customers and we are subject to laws, regulations and similar requirements, changes to which may adversely affect our business, financial condition, cash flows and results of operations.

Any changes or potential changes to laws, regulations or similar requirements, or our ability to respond to these changes, may significantly increase our costs to maintain compliance or result in our decision to limit our business, products or jurisdictions in which we operate, any of which could materially and adversely affect our financial condition, cash flows, and results of operations. Both our customers and we are subject to laws, regulations and similar requirements that affect our business, financial condition, cash flows and results of operations, including, but not limited to, the areas of commerce, import and export control (especially related to products in our Aerospace & Defense end market), financial disclosures, intellectual property, income and other taxes, anti-trust, anti-corruption, labor, environmental, health and safety. Our compliance in these areas may be costly, especially in areas where there are inconsistencies between the various jurisdictions in which we operate. While we have implemented policies and procedures to comply with laws and regulations, there can be no assurance our employees, contractors, suppliers or agents will not violate such laws and regulations or our policies. Any such violation or alleged violation could materially and adversely affect our business, financial condition, cash flows and results of operations.

Federal and state regulatory agencies, including the United States Federal Communications Commission and the various state public utility commissions and public service commissions, regulate most of our domestic telecommunications customers. Similar government oversight also exists in the international market. While we may not be directly affected by this legislation, such regulation of our customers may negatively impact our business. For instance, the sale of our products may be affected by the imposition upon certain of our customers of common carrier tariffs and the taxation of telecommunications services. These regulations are continuously reviewed and changed by the various governmental agencies. Changes in current or future laws or regulations, in the United States or elsewhere, could materially and adversely affect our financial condition, cash flows, and results of operations.

The Dodd-Frank Wall Street Reform and Consumer Protection Act includes provisions regarding certain minerals and metals, known as conflict minerals, mined from the Democratic Republic of Congo and adjoining countries. These provisions require companies to undertake due diligence procedures and report on the use of conflict minerals in its



Microsemi Corporation	31

products, including products manufactured by third parties. Compliance with these provisions has caused and will continue to cause us to incur costs to determine whether our supply chain is conflict free and we may face difficulties if our suppliers are unwilling or unable to verify the source of their materials. Our ability to source these minerals and metals may also be adversely impacted. In addition, our customers may require that we provide them with a certification and our inability to do so may disqualify us as a supplier.

Our leverage and provisions in our credit facility and indenture for our senior unsecured notes could adversely affect our consolidated financial position and our ability to operate our business.

Our credit facilities require that we comply with financial and restrictive covenants. Although we are currently in compliance with these covenants, unexpected downturns in our business may trigger certain covenants that increase our cost of borrowing, decrease the amounts available under our credit facilities, or both. The current amount outstanding on our credit facilities and the outstanding principal amount of our senior unsecured notes each exceed our current cash and cash equivalents balance, and we may incur additional debt in the future. Some of the risks associated with our leverage include the following:


•	our ability to obtain additional financing in the future for acquisitions, capital expenditures, general corporate purposes or other purposes may be impaired;


•	our current credit facilities only permit borrowing on variable rates of interest and increases in certain benchmark interest rates will increase the cost of borrowing;


•	leverage will increase our vulnerability to declining economic conditions, particularly if the decline is prolonged;


•	failure to comply with any of our debt covenants may result in an event of default which, if not cured or waived, could have a material adverse effect on us;


•	financial and restrictive covenants in our credit facilities and indenture governing the senior unsecured notes may adversely affect or limit our ability to implement business plans, react to changes in economic conditions, benefit from changes in tax regulations, pay a cash dividend or execute repurchases of our common stock; and


•	debt service payments will continue to have a negative impact on our cash flows; and prepayment terms may discourage us from refinancing our current credit agreement or reduce the benefit of lower interest rates.

International operations and sales expose us to material risks and may increase the volatility of our operating results.

Net sales to international markets represent a significant portion of total net sales and totaled 67% in 2017. These sales were principally to customers in Europe and Asia. Foreign sales are classified as shipments to foreign destinations. We maintain several international facilities or contracts with entities outside the United States, including Canada, China, France, India, Ireland, Israel, Japan, Korea, Macau, Malaysia, the Philippines, Taiwan, Thailand and the United Kingdom. There are risks inherent in doing business internationally, including:


•	uncertainty and potentially divergent laws and regulations, highlighted by the vote in 2016 by the United Kingdom to leave the European Union;


•	legislative or regulatory requirements and potential changes in or interpretations of requirements in the United States and in the countries in which we manufacture or sell our products;


•	trade restrictions, including changes to treaties and tariffs, sanctions and the suspension of export licenses;


•	compliance with and changes in import/export tariffs and regulations;


•	restrictions in the transfer or repatriation of funds;


•	tax regulations and treaties and potential changes in regulations and treaties in the United States and in and between countries in which we manufacture or sell our products;



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•	fluctuations in income tax expense and net income due to differing statutory tax rates in various domestic and international jurisdictions;


•	uncertain interpretations of and difficulties enforcing intellectual property laws;


•	local business and cultural factors that may differ from our domestic standards and practices, including business practices from which we are prohibited from engaging by the Foreign Corrupt Practices Act (the "FCPA") and other anti-corruption laws and regulations;


•	availability of transportation services, including disruptions related to work stoppages, security incidents or natural events at manufacturing, shipping or receiving points or along transportation routes;


•	work stoppages or disruption of local labor supply;


•	communication interruptions;


•	economic and political instability, including the recent uncertainty in the global financial markets;


•	acts of war or terrorism, or health issues (such as for example Sudden Acute Respiratory Syndrome, Avian Influenza, or the H7N9, Ebola or Zika viruses), which could disrupt our manufacturing and logistical activities;


•	changes in freight rates;


•	potentially longer payment cycles and difficulties in collecting receivables;


•	difficulties and enforcing contracts generally; and


•	currency exchange rate fluctuations, devaluation of foreign currencies, hard currencies shortages and exchange rate fluctuations.

International sales of our products that service the aerospace, defense and security markets are subject to U.S. and local government regulations and procurement policies and practices including regulations relating to import-export control. Violations of export control regulations could result in suspension of our ability to export our products. Depending on the scope of the suspension, this could have a material effect on our ability to perform certain international contracts. In addition, our failure or failures of our customers to maintain compliance with U.S. and foreign government regulations, including the FCPA and foreign anti-corruption measures, may result in export restrictions, fines and penalties that may materially and adversely affect our operating results.

If political, military, transportation, health or other issues in foreign countries result in cancellations of customer orders or contribute to a general decrease in economic activity or corporate spending, or directly impact Microsemi's marketing, manufacturing, financial and logistics functions, our consolidated results of operations and financial condition could be materially adversely affected. In addition, the laws of certain foreign countries may not protect our products, assets or intellectual property rights to the same extent as do U.S. laws. Therefore, the risk of piracy of our technology and products, which could result in a material adverse effect on our financial condition, cash flows and results of operations may be greater in those foreign countries.

We may be unable to successfully implement our acquisitions strategy or integrate acquired companies and personnel with existing operations.

We have in the past acquired a number of businesses or companies, additional product lines and assets, and we may continue to expand and diversify our operations with additional acquisitions. We may be unable to identify or complete prospective acquisitions for many reasons, including increasing competition from other potential acquirers, the effects of a consolidating semiconductor industry and high valuations of acquisition candidates. In addition, applicable antitrust laws and other regulations may limit our ability to acquire targets or force us to divest an acquired business. If we are unable to identify suitable targets or complete acquisitions, our growth prospects may suffer, and we may not be able to realize sufficient scale advantages to compete effectively in all markets. To the extent we are successful in making acquisitions, if we are unsuccessful in integrating acquired companies or product lines with existing operations, or if integration is more difficult or more costly than anticipated, we may experience disruptions that could have a material adverse effect on our business, financial condition and results of operations. In addition, the market price of our common stock could be adversely affected if the effect of any acquisitions on the Microsemi consolidated group's financial results



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is dilutive or is below the market's or financial analysts' expectations. Some of the risks that may affect our ability to integrate or realize any anticipated synergies, benefits, or improved financial performance from acquired companies, businesses or assets include those associated with:


•	unexpected losses of key employees or customers of the acquired company;


•	conforming the acquired company's standards, processes, procedures and controls with our operations;


•	coordinating new product and process development;


•	increasing complexity from combining recent acquisitions;


•	hiring additional management and other critical personnel;


•	increasing the scope, geographic diversity and complexity of our operations;


•	difficulties in consolidating facilities and transferring processes and know-how;


•	other difficulties in the assimilation of acquired operations, technologies or products;


•	diversion of management's attention from other business concerns; and


•	adverse effects on existing business relationships with customers.

In connection with acquisitions, we may:


•	use a significant portion of our available cash;


•	issue equity securities, which would dilute current stockholders' percentage ownership;


•	incur substantial debt;


•	incur or assume contingent liabilities, known or unknown, including potential lawsuits, infringement actions and similar liabilities;


•	incur impairment charges related to goodwill or other intangibles;


•	incur large, immediate accounting write-offs; and


•	face antitrust or other regulatory inquiries or actions.

There can be no assurance the benefits of any acquisitions will outweigh the attendant costs, and if they do not, our financial condition, cash flows, results of operations and stock price may be materially and adversely affected.

The volatility of our stock price could affect the value of an investment in our stock and our future financial position.

The market price of our stock has fluctuated widely. Between April 2, 2017 and April 1, 2018, the market sale price of our common stock ranged between a low of $46.09 and a high of $67.52. The historical market prices of our common stock may not be indicative of future market prices. We may not be able to sustain or increase the value of our common stock. The trading price of our common stock may be influenced by factors beyond our control, such as the recent unprecedented volatility of the financial markets, market speculation and the current uncertainty surrounding domestic and foreign economies. Declines in the market price of our stock could adversely affect our ability to retain personnel with stock incentives, to acquire businesses or assets in exchange for stock and/or to conduct future financing activities with or involving our common stock.

Any failure by us to protect our proprietary technologies or maintain the right to use certain technologies may negatively affect our ability to compete.

To compete effectively, we must protect our intellectual property. We rely on a combination of patents, trademarks, copyrights, trade secret laws, confidentiality procedures and licensing arrangements to protect our intellectual property rights. We hold numerous patents and have a number of pending patent applications. However, our portfolio of patents



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evolves as new patents are issued and older patents expire and the expiration of patents could have a negative effect on our ability to prevent competitors from duplicating certain of our products.

We might not succeed in obtaining patents from any of our pending applications. Even if we are awarded patents, they may not provide any meaningful protection or commercial advantage to us, as they may not be of sufficient scope or strength, or may not be issued in all countries where our products can be sold. In addition, our competitors may be able to design around our patents.

To protect our product technology, documentation and other proprietary information, we enter into confidentiality agreements with our employees, customers, consultants and strategic partners. We require our employees to acknowledge their obligation to maintain confidentiality with respect to our products. Despite these efforts, we cannot guarantee that these parties will maintain the confidentiality of our proprietary information in the course of future employment or working with other business partners. We develop, manufacture and sell our products in Asia and other countries that may not protect our intellectual property rights to the same extent as the laws of the United States. This makes piracy of our technology and products more likely. Steps we take to protect our proprietary information may not be adequate to prevent theft of our technology. We may not be able to prevent our competitors from independently developing technologies that are similar to or better than ours.

Vigorous protection and pursuit of intellectual property rights or positions characterize the semiconductor industry. This often results in expensive and lengthy litigation. We, and our customers or suppliers, may be accused of infringing patents or other intellectual property rights owned by third parties in the future. An adverse result in any litigation against us or a customer or supplier could force us to pay substantial damages, stop manufacturing, using and selling the infringing products, spend significant resources to develop non-infringing technology, discontinue using certain processes or obtain licenses to use the infringing technology. In addition, we may not be able to develop non-infringing technology or find appropriate licenses on reasonable terms or at all. Although some of our suppliers have agreed to indemnify us against certain intellectual property infringement claims or other losses relating to their products, these contractual indemnification rights may not cover the full extent of losses we incur as a result of these suppliers’ products.

Patent disputes in the semiconductor industry between industry participants are often settled through cross-licensing arrangements. Our portfolio of patents may not have the breadth to enable us to settle an alleged patent infringement claim through a cross-licensing arrangement. Patent disputes brought by non-practicing entities (patent holders who do not manufacture products but only seek to monetize patent rights) cannot be settled through cross-licensing and cannot be avoided through cross-licensing with industry practitioners. We may therefore be more exposed to third party claims than some of our larger competitors and customers.

Customers may make claims against us in connection with infringement claims made against them that are alleged to relate to our products or components included in our products, even where we obtain the components from a supplier. In such cases, we may incur monetary losses due to cost of defense, settlement or damage award and non-monetary losses as a result of diverting valuable internal resources to litigation support. To the extent that claims against us or our customers relate to third party intellectual property integrated into our products, there is no assurance that we will be fully indemnified by our suppliers against any losses.

Furthermore, we may initiate claims or litigation against third parties for infringing our proprietary rights or to establish the validity of our proprietary rights. This could consume significant resources and divert the efforts of our technical and management personnel, regardless of the litigation’s outcome.

Reliance on government contracts for a significant portion of our sales could have a material adverse effect on results of operations.

A significant portion of our sales are or may be derived from U.S. government agencies or customers whose principal sales are to U.S. government agencies which creates concentrations of credit risk. Future sales are subject to the uncertainties of governmental appropriations and national defense policies and priorities, including sequestration impacts similar to those we experienced under the Budget Control Act of 2011, constraints of the budgetary process, and timing and potential changes in these policies and priorities. Additionally, the long-term outlook for the fiscal position of the U.S. federal government is also uncertain, as illustrated by budget negotiations and the shutdown of non-essential U.S. federal government services in October 2013 and January 2018. Furthermore, there is uncertainty with regards



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to policy changes and timing of those changes with respect to monetary, regulatory, tax, and trade, among others, under the current administration and legislature which could have a material adverse impact on our revenues, financial condition and results of operations.

We have experienced delays and reduction in appropriations on programs that include our products. Further delays, reductions in or terminations of government contracts or subcontracts, including those caused by any past or future shutdown of the U.S. federal government, could materially and adversely affect our operating results. Furthermore, if the U.S. government fails to complete its current budget process or to provide for a continuing resolution to fund government operations, another federal government shutdown may result in the near future, during which time we may experience further delays and reductions in appropriations or reductions in or terminations of government contracts or subcontracts, which could materially and adversely affect our operating results. While we generally function as a subcontractor, further changes in U.S. government procurement regulations and practices, particularly surrounding initiatives to reduce costs, may adversely impact the contracting environment and our operating results.

Generally, the U.S. government and its contractors and subcontractors may terminate their contracts with us at any time, with or without cause. In 2014, the U.S. government terminated for convenience a $75 million contract. We have in the past experienced the termination of at least one other contract due to the termination of the underlying government contract. All government contracts are also subject to price renegotiation in accordance with the U.S. Government Renegotiation Act. By reference to such contracts, all of the purchase orders we receive that are related to government contracts are subject to these possible events. In addition, the shutdowns of non-essential U.S. government services in 2013 and 2018 and any future government shutdowns may significantly increase the risk of further contract terminations or renegotiations, and any such termination or renegotiation could have a material adverse impact upon our revenues, financial condition and results of operations.

In addition, we are required to maintain compliance with government regulations, particularly for our facilities and products that service the defense markets. Maintaining compliance with these regulations, including audit requirements of the U.S. government and our customers that are subject to these requirements, requires we devote resources to matters including training, personnel, information technology and facilities. Failure to maintain compliance may result in the loss of certifications and fines and penalties that may materially and adversely affect our operating results.

From time to time, we have experienced declining defense-related sales, primarily as a result of contract award delays and reduced security and defense program funding. We may be unable to adequately forecast or respond to the timing of and changes to demand for security and defense-related products. In the past, defense-related spending on programs we participate in has increased at a rate that has been slower than expected, been delayed or declined. Our prospects for additional security and defense related sales may be adversely affected in a material manner by numerous events or actions outside our control.

We may not make the sales that are suggested by our order rates, backlog or book-to-bill ratio, and our book-to-bill ratio may be affected by product mix.

Undue reliance should not be placed on our backlog or book-to-bill ratios or changes to these amounts. We determine bookings substantially based on orders that are scheduled for delivery within 12 months. However, lead times for the release of purchase orders depend, in part, upon the scheduling practices of individual customers, and delivery times of new or non-standard products can be affected by scheduling factors and other manufacturing considerations. The rate of booking new orders can vary significantly from month to month. Customers frequently change their delivery schedules or cancel orders. We have in the past experienced long lead times for some of our products, which may have therefore resulted in orders in backlog being duplicative of other orders in backlog, which would increase backlog without resulting in additional revenues. Because of long lead times in certain products, our book-to-bill ratio may not be an indication of sales in subsequent periods. Uncertain worldwide economic conditions and market instability have also resulted in hesitance of our customers to place orders with long delivery schedules, which contributes to limited visibility into our markets.

We utilize channel partners over which we have limited control for product distribution.

We generate a portion of our sales through third-party distribution and reseller agreements. Transitions from different channel partners could result in temporary or permanent loss of revenue, especially if we cannot establish an alternative channel partner or if we are unable to service the related end customers directly. Further, distributor agreements may require us to repurchase unsold inventory held by the distributor should we or the distributor terminate the distribution



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agreement. While we maintain a reserve for estimated returns, if actual returns exceed estimated returns, there may be an adverse effect on our results of operations and financial condition. Our channel partners are located around the world and are of various sizes and financial profiles. Lower sales or earnings, access to capital markets, relationships with other vendors and customers, ratings downgrades or higher interest rates could potentially affect the operations of our channel partners, which could materially and adversely affect our financial condition, cash flows, and results of operations.

The concentration of the facilities that service the semiconductor industry, including facilities of current or potential vendors or customers, makes us more susceptible to events or disasters affecting the areas in which they are most concentrated.

Relevant portions of the semiconductor industry, and the facilities that serve or supply this industry, tend to be concentrated in certain areas of the world. Events such as natural disasters and related disruptions, epidemics and health advisories like those related to Sudden Acute Respiratory Syndrome, Avian Influenza, H7N9 Virus, Ebola or Zika viruses, flooding, drought, earthquakes, tsunamis, power outages and infrastructure disruptions, and terrorism, civil unrest and political instability in those areas, have from time to time in the past, and may again in the future, adversely affect the semiconductor industry. In particular, events such as these could adversely impact our ability to manufacture or deliver our products and result in increased costs and a loss of revenue. Similarly, a localized risk affecting our employees or the staff of our suppliers could impair the total volume of products that we are able to manufacture, which could adversely affect our financial condition, cash flows, and results of operations.

In 2012, severe flooding in certain regions of Thailand forced a shutdown of our operations in two subcontracted facilities in Thailand. The two Thailand facilities together accounted for as much as 5% of our total quarterly revenues at the time. In response to the impact of flooding at subcontractor facilities in Thailand, we implemented plans to move production to other facilities outside the affected area. Production capabilities at these other facilities compensated for the loss of production in the flooded facilities in Thailand and we believe we recovered from this event as of the end of 2012. However, unforeseen impacts on our customers, suppliers or subcontractors as a result of the flooding in Thailand, or other future natural disasters, could materially and adversely affect our financial condition, cash flows, and results of operations.

We are dependent on third parties for key functions including foundries for wafer supplies, subcontractors for assembly, test and packaging services and vendors for logistics, and problems at these third parties could adversely affect our business, financial condition, cash flows and results of operations.

We depend on third party subcontractors, primarily in Asia, for wafer fabrication, assembly, testing and packaging of an increasing portion of our products. Over the last three years, at least 90% of our wafer, assembly and test requirements were sourced from third party foundries and subcontractors. We expect these percentages may increase due, in part, to the manufacturing of our next-generation products by third party subcontractors in Asia and from activity at recently acquired operations.

Our wafer designs requirements are increasing in technological complexity and in order to meet our designs specifications, our foundry partners must expend resources for capital equipment and develop or improve manufacturing processes. Our foundry partners' inability or unwillingness to expend these resources could adversely affect our business, financial condition, cash flows and results of operations. The assembly, testing and packaging of our products is performed by a limited group of subcontractors. Disruption or termination of any of these subcontractors could occur and such disruptions or terminations could materially and adversely affect our financial condition, cash flows, and results of operations.

We utilize third party logistics services, including transportation, warehouse and shipping services. These service providers are subject to interruptions that affect their ability to service us, including the availability of transportation services, disruptions related to work stoppages, volatility in fuel prices and security incidents or natural events at manufacturing, shipping or receiving points or along transportation routes.

We generally do not have any long-term agreements with our subcontractors. As a result, we may be unable to directly control our quality assurance and product delivery schedules. The cost of product replacements or returns and other warranty matters in connection with quality assurance problems caused by third party subcontractors could materially adversely affect us. Third party manufacturers generally will have longer lead times for delivery of products as compared with our internal manufacturing, and therefore, when ordering from these suppliers, we will be required to make longer-



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term estimates of our customers' current demand for products, and these estimates are difficult to make accurately. Also, due to the amount of time typically required to qualify assemblers and testers, we could experience delays in the shipment of our products if we are forced to find alternate third parties to assemble or test our products. Any product delivery delays in the future could have a material adverse effect on our operating results, financial condition and cash flows. Our operations and ability to satisfy customer obligations could be adversely affected if our relationships with these subcontractors were disrupted or terminated. In addition, these subcontractors must be qualified by the U.S. government or customers for high-reliability processes. Historically the Defense Logistics Agency has rarely qualified any foreign manufacturing or assembly lines for reasons of national security; therefore, our ability to move certain manufacturing offshore may be limited or delayed.

In the event any of our subcontractors were to experience financial, operational, production or quality assurance difficulties resulting in a reduction or interruption in supply to us, our operating results could suffer until alternate qualified subcontractors, if any, were to become available and active.

Changes in tax regulations or our tax provisions, exposure to additional income tax, or unfavorable results of tax examinations could affect our financial results.

We are subject to federal and state income taxes in the United States and numerous foreign jurisdictions. Tax regulations are subject to change, as highlighted by enactment of the Tax Cuts and Jobs Act in December 2017. Our tax liabilities are affected by the amounts we record in intercompany transactions for inventory, services, licenses, funding and other items. We are subject to ongoing tax examinations in various jurisdictions. Tax authorities may disagree with our intercompany charges or other tax positions and assess additional taxes. Our application of transfer pricing has been the primary subject of the current examination of our U.S. federal, Canadian and Indian income tax returns. We regularly assess the likely outcomes of examinations in order to determine the appropriateness of our tax provision. However, the actual outcomes of examinations could result in large and unexpected tax liabilities for past tax periods and may have a material impact on our consolidated financial position, results of operations or cash flows. In addition, our effective tax rate in the future could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates and benefits, changes in available credits and incentives, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, especially tax laws related to foreign operations, and the discovery of new information in the course of our tax return preparation process. Any of these changes could materially and adversely affect our financial condition, cash flows, and results of operations.

We hold cash and cash equivalents at various foreign subsidiaries that may not be readily available to meet domestic cash requirements.

Our various foreign subsidiaries hold cash and cash equivalents and these balances held outside the United States may not be readily available to meet our domestic cash requirements. We require a substantial amount of cash in the United States for operating requirements, purchases of property and equipment, debt service, repurchases of our common stock and potentially for future acquisitions. If we are unable to meet our domestic cash requirements using domestic cash flows from operations, domestic cash and cash equivalents, or by settling loans receivable with our foreign subsidiaries, it may be necessary for us to consider repatriation of earnings we have designated as permanently reinvested. This may require us to record additional income tax expense and remit additional taxes, which could materially and adversely affect our financial condition, cash flows, and results of operations.



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Our operating results may fluctuate in future periods, which could cause our stock price to decline.

We have experienced, and expect to experience in future periods, fluctuations in net sales and operating results from period to period. Our projections and results may be subject to significant fluctuations as a result of a number of factors including:


•	the timing of orders from and shipment of products to major customers;


•	an unexpected reduction in sales to, or loss of, key customers;


•	customer payments that are unexpectedly delayed;


•	our product mix;


•	changes in the prices of our products;


•	manufacturing delays or interruptions;


•	delays or failures in testing and processing products for aerospace and defense applications;


•	inventory obsolescence or write-downs;


•	restructuring charges;


•	variations in the cost of components for our products;


•	limited availability of components we obtain from a single or a limited number of suppliers; and


•	seasonal and other fluctuations in demand for our products.

We have in the past closed, combined, sold or disposed of certain of our operations, have current plans to combine certain of our operations and may determine to do so in the future, which could reduce our sales volume, profitability and result in significant restructuring costs.

We face major technical challenges in regards to transferring component manufacturing between locations. Before a transfer of manufacturing, we must be finished qualifying the new facility appropriately with regulatory agencies or certain customers. In addition, to mitigate the potential for manufacturing disruptions following a closure, we typically build inventory to support the transition process. While we generally plan to retain revenues and income of those operations by transferring the manufacturing elsewhere within Microsemi's subsidiaries, our plans may change at any time based on reassessment of the alternatives and consequences. While we hope to benefit overall from increased gross margins and increased capacity utilization rates at remaining operations, the remaining operations will need to bear the corporate administrative and overhead costs, which are charges to income that had been allocated to the discontinued business units. Moreover, delays in effecting our consolidations could result in changes in the timing of realized costs savings and in greater than anticipated costs incurred to achieve our projected longer-range savings.

We may make further specific determinations to consolidate, close, sell or divest of additional facilities, operations or product lines, which could be announced at any time. Possible adverse consequences from current and future consolidation or disposition activities may include a loss of revenues and various accounting charges such as for workforce reduction, including severance and other termination benefits and for excess facilities, including lease termination fees, future contractual commitments to pay lease charges, facility and environmental remediation costs and moving costs to remove property and equipment from facilities. We may also be adversely impacted from inventory buildup in preparation for the transition of manufacturing, disposition costs, impairments of goodwill and other intangible assets, contract termination costs, a possible immediate loss of revenues and other items in addition to normal or attendant risks and uncertainties. We may be unsuccessful in any of our current or future efforts to consolidate our business into a smaller number of facilities. Our plans to minimize or eliminate any loss of revenues during consolidation may not be achieved.



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Failure to manage consolidation of operations effectively could adversely affect our margins and earnings.

Our ability to successfully offer and sell our products requires effective planning and management processes. Our consolidations and realignments of operations, and expected future growth, may place a significant strain on our management systems and resources, including our financial and managerial controls, reporting systems, procedures and information technology. In addition, we will need to continue to train and manage our workforce worldwide. Any unmet challenges in that regard could materially and adversely affect our financial condition, cash flows, and results of operations.

We may not be able to develop new technologies and products to satisfy changes in customer demand or industry standards, and our competitors could develop products that decrease the demand for our products.

Rapidly changing technologies and industry standards, along with frequent new product introductions, characterize the semiconductor industry. Our financial performance depends, in part, on our ability to design, develop, manufacture, assemble, test, market and support new products and enhancements on a timely and cost-effective basis. If we are unable to continue to reduce package sizes, improve manufacturing yields and expand sales, we may not remain competitive. The principal focus of our research and development activities has been to improve processes and to develop new products that support the growth of our businesses. The spending on research and development was principally to develop new higher-margin application-specific products, including, among others, our process and core architecture development for next generation programmable products, storage and optical products, higher power PoE solutions, the continued roadmap development of our industry-leading timing and synchronization products, our silicon germanium (SiGe) RF power amplifier solutions for wireless LAN applications, and the ongoing development of gallium nitride (GaN) and silicon carbide (SiC) power management and RF solutions.

These projects are subject to various risks and uncertainties we are not able to control, including changes in customer demand and the introduction of new or superior technologies by others. Moreover, any failure by us in the future to develop new technologies or timely react to changes in existing technologies could materially delay our development of new products, which could result in product obsolescence, decreased revenues and a loss of our market share to our competitors. New technologies or products we may develop may not lead to an incremental increase in revenues, and there is a risk these new technologies or products will decrease the demand for our existing products and result in an offsetting reduction in revenues. In addition, products or technologies developed by others may render our products or technologies obsolete or non-competitive. A fundamental shift in technologies in our product markets could have a material adverse effect on our competitive position within the industry.

Additionally, our ability to compete within our industry will depend on our ability to identify and ensure compliance with constantly evolving industry standards. The emergence of new industry standards could render our products incompatible with products developed by major manufacturers. As a result, we could be required to invest significant time and effort and incur significant expense to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry standards, it could materially and adversely affect our financial condition, cash flows, and results of operations.

We must commit resources to research and development, design, and production prior to receipt of purchase commitments and could lose some or all of the associated investment.

We sell products primarily pursuant to purchase orders for current delivery, rather than pursuant to long-term supply contracts. Many of these purchase orders may be revised or canceled without penalty. As a result, we must commit resources to the research, design and production of products without any advance purchase commitments from customers. Any inability to sell a product after we devote significant resources to it could materially and adversely affect our financial condition, cash flows, and results of operations.



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There may be unanticipated costs associated with appropriately scaling our manufacturing capacity to meet expected changes in customer demand.

We may incur unanticipated costs as we scale our manufacturing capacity to meet expected changes in customer demand. During periods of anticipated increases in customer demand, we may determine our business will require increased manufacturing capacity on our part and on the part of certain outside foundries, assembly shops, or testing facilities for some of our integrated circuit products or other products. Expansion activities are subject to a number of risks, including:


•	unavailability or late delivery of the advanced, and often customized, equipment used in the production of our specialized products;


•	availability of qualified manufacturing personnel;


•	delays in bringing new production equipment on-line;


•	delays in supplying satisfactory designs or products to our existing customers;


•	unforeseen environmental, engineering or manufacturing qualification problems relating to existing or new facilities; and


•	overexpansion may result in unfavorable manufacturing variances, restructuring costs and impairments.

These and other risks may affect the ultimate cost and timing of any expansion of our capacity.

Downturns in the highly cyclical semiconductor industry have in the past adversely affected our operating results, cash flows and the value of our business, and may continue to do so in the future.

The semiconductor industry is highly cyclical and is characterized by constant technological change, rapid product obsolescence and price erosion, short product life-cycles, consolidations of customers, and fluctuations in product supply and demand. During recent years we, as well as many others in our industry, have experienced significant declines in the pricing of, as well as demand for, products during the "down" portions of these cycles, which have sometimes been severe and prolonged. We have also noted consolidations of customers, particularly our distributors, which may adversely affect our pricing leverage or ability to maintain sufficient distributor channel inventory to meet end customer demand. In the future, these downturns may prove to be as, or possibly even more, severe than past ones. Our ability to sell our products depends, in part, on continued demand in each of our diverse end markets. Each of these end markets has, in the past, experienced reductions in demand, and current and future downturns in any of these markets may materially and adversely affect our financial condition, cash flows, and results of operations.

The semiconductor business is subject to downward price pressure.

The market for our products has been characterized by declining selling prices, and we anticipate that our average selling prices will decrease in future periods, although the timing and amount of these decreases cannot be predicted with any certainty. The pricing pressure in the semiconductor industry in past years has been due to a large number of factors, many of which were not easily foreseeable, such as currency crisis, industry-wide excess manufacturing capacity, weak economic growth, the slowdown in capital spending that followed the "dot-com" collapse, the reduction in capital spending by telecom companies and satellite companies, and the effects of the tragic events of terrorism on September 11, 2001. Similar to past years, recent unfavorable economic conditions have resulted in a tightening of the credit markets. If signs of improvement in the global economy do not progress as expected and global economic conditions worsen, we may experience a decline in our average selling prices. In addition, our competitors have in the past, and may again in the future, lower prices in order to increase their market share. Continued downward price pressure in the industry may harm our competitive position and materially and adversely affect our financial condition, cash flows, and results of operations.

The semiconductor industry is highly competitive.

The semiconductor industry, including the areas in which we do business, is highly competitive. We expect intensified competition from existing competitors and new entrants. Competition is based on price, product performance, product availability, quality, reliability and customer service. In addition, companies not currently in direct competition with us



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may introduce competing products in the future. Some of our current major competitors are Altera Corporation; Analog Devices, Inc.; Broadcom Limited; Integrated Device Technology, Inc.; M/A COM Technology Solutions Inc.; Maxim Integrated Products, Inc.; Semtech Corp.; Silicon Laboratories, Inc.; Skyworks Solutions, Inc.; Texas Instruments, Inc.; and Xilinx, Inc. Several of these companies are larger than we are and have greater resources than we have and may therefore be better able than we are to penetrate new markets, pursue acquisition candidates, and withstand adverse economic or market conditions. In addition, the semiconductor industry has experienced, and may continue to experience, significant consolidation, which may permit some of our competitors to benefit from economies of scale, provide more comprehensive product portfolios or increase the size of their serviceable markets. Consolidation among our competitors may erode our market share and adversely impact our capacity to compete. We expect intensified competition from existing and consolidated competitors as well as new entrants into our markets. To the extent we are not able to compete successfully in the future, competitive conditions may materially and adversely affect our financial condition, cash flows, and results of operations.

We may be unable to retain our customers due in part to our inability to fulfill our customer demand and other factors.

Our ability to fulfill our customers' demand for our products is and will continue to be dependent in part on our order volumes and long lead times with regards to our manufacturing and testing of certain high-reliability products. The lead time for manufacturing and testing of high-reliability products can be many months. In response to current demand, we have recently increased our capital expenditures for production equipment as well as increased expenses for personnel at certain manufacturing locations. We may have delays or other difficulties in regards to increasing our production and in hiring and retaining qualified personnel. In addition, we have raised prices on certain products, primarily in our Aerospace & Defense and Industrial end markets. Manufacturing delays and price increases may result in our customers reducing their purchase levels with us and/or seeking alternative solutions to meet their demand. In addition, the current demand may not continue in the future. Decreased sales as a result of a loss of one or more significant customers could materially and adversely impact our financial condition, cash flows, and results of operations.

Unfavorable or uncertain conditions in certain markets our original equipment manufacturer customers address may cause fluctuations in our rate of revenue growth or financial results.

Demand for our products is dependent on demand for our customers' products. Markets for our customers' product may not develop in the manner or in the time periods our customers anticipate. If domestic and global economic conditions worsen, overall spending may be reduced or shifted to products other than those made by our customers, which would adversely impact demand for products in these markets. Reduced sales by our customers will adversely impact demand by our customers for our products and could also slow new product introductions by our customers and by us. Lower net sales of our products would have an adverse effect on our financial condition, cash flows, and results of operations could be materially and adversely affected.

Fluctuations in sales of high-reliability products for use in medical devices may adversely affect our financial results.

Although the market for medical devices is growing, customers in this market could reduce their reliance on outside suppliers. The medical device market also fluctuates based on several other factors, such as product recalls and the need to secure regulatory approvals. Product recalls can, from time to time, accelerate sales to levels that cannot be sustained for long periods of time. The timing and qualification of new generations of products brought to market by OEMs can also result in fluctuations in order rates.

Variability of our manufacturing yields may affect our gross margins and profits.

Our manufacturing yields vary significantly among products, depending on the complexity of a particular product's design and our experience in manufacturing that type of product. We have in the past experienced difficulties in achieving planned yields, which have adversely affected our gross margins and profits.

The fabrication of semiconductor products is a highly complex and precise process. Problems in the fabrication process can cause a substantial percentage of wafers to be rejected or numerous circuits on each wafer to be non-functional, thereby reducing yields. These difficulties primarily include:


•	defects in masks, which are used to transfer circuit patterns onto our wafers;



Microsemi Corporation	42


•	impurities in the materials used;


•	contamination of the manufacturing environment; and


•	equipment failure.

Because a large portion of our costs of manufacturing is relatively fixed and average selling prices for our products tend to decline over time, it is critical for us to improve the number of shippable circuits per wafer and increase the production volume of wafers in order to maintain and improve our results of operations. Yield decreases can result in substantially higher unit costs, which could materially and adversely affect our operating results and have done so in the past. Moreover, our process technologies have primarily utilized standard silicon semiconductor manufacturing equipment, and production yields of compound integrated circuits have been relatively low compared with silicon circuit devices. We may be unable to continue to improve yields in the future, and we may suffer periodic yield problems, particularly during the early production of new products or introduction of new process technologies. In either case, our financial condition, cash flows, and results of operations could be materially and adversely affected.

Some of our facilities and the facilities of our suppliers and customers are located near major earthquake fault lines.

Our headquarters, our major operating facilities, and certain other critical business operations and customers are located near known major earthquake fault lines. We may not have sufficient business interruption insurance to compensate us for actual losses from interruption of our business that may occur in the event of a major earthquake and any losses or damages incurred by us could have a material and adverse effect on financial condition, cash flows, and results of operations.

Delays in beginning production, implementing production techniques, resolving problems associated with technical equipment malfunctions, or issues related to government or customer qualification of facilities could adversely affect our manufacturing efficiencies, our ability to realize cost savings and the timing and amount of revenue we realize.

Microsemi's consolidated manufacturing efficiency will be an important factor in our future profitability, and we may be unsuccessful in our efforts to maintain or increase our manufacturing efficiency. Our manufacturing processes, and those utilized by our third-party subcontractors, are highly complex, require advanced and costly equipment and are sometimes modified in an effort to improve yields and product performance. We have from time to time, experienced difficulty in transitioning manufacturing processes to different facilities or adopting new manufacturing processes. As a consequence, we have at times experienced delays in product deliveries and reduced yields. Every silicon wafer fabrication facility utilizes very precise processing, and processing difficulties and reduced yields commonly occur, often as a result of contamination of the material. Reduced manufacturing yields can often result in manufacturing and shipping delays due to capacity constraints. Therefore, manufacturing problems can result in additional operating expenses and delayed or lost revenues. Microsemi may experience manufacturing problems in achieving acceptable yields or experience product delivery delays in the future as a result of, among other things, upgrading existing facilities, relocating processes to different facilities, or changing its process technologies, any of which could result in a loss of future revenues or an increase in manufacturing costs.

Interruptions, delays or cost increases affecting our materials, parts, equipment or subcontractors may impair our competitive position.

Our manufacturing operations, and the outside manufacturing operations that we use increasingly, in some instances, depend upon obtaining a governmental qualification of the manufacturing process, and in all instances, adequate supplies of materials including wafers, parts and equipment (including silicon, mold compounds and lead frames) on a timely basis from third parties. Some of the outside manufacturing operations we use are based in foreign countries. Our results of operations could be adversely affected if we are unable to obtain adequate supplies of materials, parts and equipment in a timely manner or if the costs of materials, parts or equipment increase significantly. From time to time, suppliers may extend lead times, limit supplies or increase prices due to capacity constraints or other factors. Although we generally use materials, parts and equipment available from multiple suppliers, we have a limited number of suppliers for some materials, parts and equipment. In addition, if signs of improvement in the global economy do not progress as expected and global economic conditions worsen, our suppliers may cease operations or be unable to obtain capital at adequate or historical levels to finance their ongoing businesses and operations, which could impair



Microsemi Corporation	43

their ability to continue to supply us. If alternate suppliers for these materials, parts and equipment are not available, our operations could be interrupted, which would have a material and adverse effect on our operating results, financial condition and cash flows.

Compound semiconductor products may not successfully compete with silicon-based products.

Our choice of technologies for development and future implementation may not reflect future market demand. The production of gallium arsenide (GaAs), indium gallium phosphide (InGaP), indium gallium arsenide phosphide (InGaAsP) SiGe or SiC ICs is more costly than the production of silicon circuits, and we believe it will continue to be more costly in the future. The costs differ because of higher costs of raw materials, lower production yields and higher unit costs associated with lower production volumes. Silicon semiconductor technologies are widely used in process technologies for integrated circuits, and these technologies continue to improve in performance. As a result, we must offer compound semiconductor products that provide vastly superior performance to that of silicon for specific applications in order for our products to be competitive with silicon products. If we do not offer compound semiconductor products that provide sufficiently superior performance to offset the cost differential and otherwise successfully compete with silicon-based products, our financial condition, cash flows, and results of operations may be materially and adversely affected.

Production delays related to new compound semiconductors could adversely affect our future results.

We utilize process technology to manufacture compound semiconductors such as GaAs, InGaP, InGaAsP, SiGe and SiC primarily to manufacture semiconductor components. We are pursuing this development effort internally as well as with third party foundries. Our efforts sometimes may not result in commercially successful products. Certain competitors offer this capability and our customers may purchase our competitors' products instead of ours for this reason. In addition, the third party foundries we use may delay delivery of, or even completely fail to deliver, technology and products to us. Our business and financial prospects could be materially and adversely affected by any failure by us to timely produce these products.

Fixed costs may reduce operating results if our sales fall below expectations.

Our expense levels are based, in part, on our expectations for future sales. Many of our expenses, particularly those relating to capital equipment and manufacturing overhead, are relatively fixed at our manufacturing facilities. We might be unable to reduce spending quickly enough to compensate for reductions in sales. Accordingly, shortfalls in sales could materially and adversely affect our operating results. This challenge could be made even more difficult if lead times between orders and shipments are shortening.

Our products may be found to be defective or hazardous and we may not have sufficient liability insurance.

There is at any time a risk that our products may be found to be defective or to contain, without the customer's knowledge, certain prohibited hazardous chemicals after we have already shipped the products in volume, perhaps requiring a product replacement or recall. We may be subject to product returns that could impose substantial costs and have a material and adverse effect on our business, financial condition and results of operations. Our aerospace, defense, and industrial businesses in particular expose us to potential liability risks that are inherent in the manufacturing and marketing of high-reliability electronic components for critical applications. Production of many of these products is sensitive to minute impurities, which can be introduced inadvertently in manufacturing. Any production mistake can result in large and unanticipated product returns, product liability and warranty liability. Environmental regulations have imposed on every major participant in the electronics industry a new burden of determining and tracking the presence and quantity of certain chemicals in the content of supplies we buy and add to our products for sale and to inform our customers about each of our finished goods' relevant chemical contents. The management and execution of this process is very challenging, and mistakes in this information gathering process could have a material adverse effect on our business.

We may be subject to product liability claims with respect to our products. Our product liability insurance coverage may be insufficient to pay all such claims. In addition, product liability insurance may become too costly for us to maintain or may become completely unavailable to us in the future. We may not have sufficient resources to satisfy any product liability claims not covered by insurance, which would materially and adversely affect our financial condition, cash flows, and results of operations could be materially and adversely affected.



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Environmental liabilities could adversely impact our consolidated financial position.

Federal, state and local laws and regulations impose various restrictions and controls on the discharge of materials, chemicals and gases used in our semiconductor manufacturing processes or in our finished goods. Under recent environmental regulations, we are responsible for determining whether certain toxic metals or certain other toxic chemicals are present in any given component we purchase and in each given product we sell. These environmental regulations have required us to expend a portion of our resources and capital on relevant compliance programs. In addition, under other laws and regulations, we could be held financially responsible for remedial measures if our current or former properties are contaminated or if we send waste to a landfill or recycling facility that becomes contaminated, even if we did not cause the contamination. Also, we may be subject to additional common law claims if we release substances that damage or harm third parties. Further, future changes in environmental laws or regulations may require additional investments in capital equipment or the implementation of additional compliance programs in the future. Any failure to comply with existing or future environmental laws or regulations could subject us to significant liabilities and could have a material adverse effect on our operating results, cash flows and financial condition.

In the conduct of our manufacturing operations, we have handled and do handle materials that are considered hazardous, toxic or volatile under federal, state and local laws. The risk of accidental release of such materials cannot be completely eliminated. In addition, we operate or own facilities located on or near real property that was formerly owned and operated by others. These properties were used in ways that involved hazardous materials. Contaminants may migrate from, within or through any such property, which may give rise to claims against us. Third parties who are responsible for contamination may not have funds, or may not make funds available when needed, to pay remediation costs imposed upon us jointly with them under environmental laws and regulations.

Litigation could adversely impact our consolidated financial position.

We are and have been involved in various litigation matters, including from time to time, litigation relating to employment matters, commercial transactions, intellectual property matters, contracts, environmental matters and matters related to compliance with governmental regulations. Litigation is inherently uncertain and unpredictable. The potential risks and uncertainties include, but are not limited to, such factors as the costs and expenses of litigation and the time and attention required of management to attend to litigation. An unfavorable resolution of any particular legal claim or proceeding, and/or the costs and expenses incurred in connection with a legal claim or proceeding, could have a material and adverse effect on our financial condition, cash flows, and results of operations.

Our future success depends, in part, upon our ability to continue to attract and retain the services of our executive officers, other key management or technical personnel.

We could potentially lose the services of any of our senior management personnel at any time due to a variety of factors that could include, without limitation, death, incapacity, military service, personal issues, retirement, resignation or competing employers. Our ability to execute current plans could be adversely affected by such a loss. We may fail to attract and retain qualified technical, sales, marketing and managerial personnel required to continue to operate our business successfully. Personnel with the expertise necessary for our business are scarce and competition for personnel with proper skills is intense. Also, attrition in personnel can result from, among other things, changes related to acquisitions, retirement and disability. We may not be able to retain existing key technical, sales, marketing and managerial employees or be successful in attracting, developing or retaining other highly-qualified technical, sales, marketing and managerial personnel, particularly at such times in the future as we may need to fill a key position. If we are unable to continue to develop and retain existing executive officers or other key employees or are unsuccessful in attracting new highly-qualified employees, our financial condition, cash flows, and results of operations could be materially and adversely affected.

At times, our working capital levels have risen, which adversely affects cash flow.

At times, our working capital levels have risen and the increase has adversely affected cash flow. A factor contributing to the increase in our working capital has related to acquisitions with increases in accounts receivable and inventory generally exceeding increases in accounts payable and accrued liabilities. Other factors resulting in an increase in working capital have been delays in receiving customer payments and a buildup of inventory prior to the consolidation of our manufacturing operations. We built inventory cushions during the transition of manufacturing between facilities in order to maintain an uninterrupted supply of product. Obsolescence of any inventory has recently and could in the future result in adverse effects on our future results of operations and future revenue. We periodically evaluate the



Microsemi Corporation	45

profitability of our various offerings and in 2014, our evaluation led us to selectively exit product offerings we believe will continue to lag our overall profitability goals. This resulted in inventory charges of $7.9 million. We believe for many of these products, market dynamics dictate that price is the primary differentiator rather than our value-added core competencies of power, reliability, security and performance.

There may be some potential effects of system outages or data security breaches, which could adversely affect our operations, financial results or reputation.

We face risks from electrical or telecommunications outages, security breaches, including those caused by physical or electronic break-ins, computer viruses, malware, worms, attacks by hackers or foreign governments, and disruptions from unauthorized access and tampering, and other general system failure. We rely heavily on our internal information and communications systems and on systems or support services from third parties to manage our operations efficiently and effectively. Any of these are subject to failure. System-wide or local failures that affect our information processing could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, a system failure or data security breach could also result in the unintentional disclosure of confidential information about us, our customers or our employees, which could result in our incurring costs for remedial or preventative actions, damage our reputation with customers and reduce demand for our products and services. The risk of security breaches has generally increased as the number, intensity and sophistication of attacks and intrusions from around the world have increased. In some cases, it may be difficult to anticipate or immediately detect such incidents and the damage they cause. Further, insurance coverage does not generally protect from normal wear and tear, which can affect system performance. Any applicable insurance coverage for an occurrence could prove to be inadequate. Coverage may be or become unavailable or inapplicable to any risks then prevalent. We are upgrading and integrating, and have plans to upgrade and integrate further, our enterprise information systems, and these efforts may cause additional strains on personnel and system resources or may result in potential system outages.

Our accounting policies and estimates have a material effect on the financial results we report.

Critical accounting policies and estimates have a material effect on our calculations and estimations of amounts in our financial statements. Our operating results and balance sheets may be adversely affected either to the extent that actual results prove to be materially lower than previous accounting estimates or to the extent that accounting estimates are revised adversely. We base our critical accounting policies, including our policies regarding revenue recognition, reserves for returns, rebates, price protections, and bad debt and inventory valuation, on various estimates and subjective judgments we may make from time to time. The judgments made can significantly affect net income and our balance sheets. We are required to make significant judgments concerning inventory, and whether it becomes obsolete or excess, and concerning impairments of long-lived assets and of goodwill. Our judgments, estimates and assumptions are subject to change at any time. In addition, our accounting policies may change at any time as a result of changes in generally accepted accounting principles as they apply to us or changes in other circumstances affecting us. Changes in accounting policy have affected and could further affect, in each case materially and adversely, our financial position and results of operations.

If, in the future, we conclude our internal control over financial reporting is not effective, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common stock.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the companies' internal control over financial reporting in their annual reports on Form 10-K, including an assessment by management of the effectiveness of the filing company's internal control over financial reporting. In addition, the independent registered public accounting firm auditing a public company's financial statements must attest to the effectiveness of the company's internal control over financial reporting. There is a risk that in the future we may identify internal control deficiencies that suggest that our controls are no longer effective. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline and make it more difficult for us to finance our operations.

Our investments in securities subject us to principal, liquidity and counterparty risks that could adversely affect our financial results.



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We invest cash balances in excess of working capital requirements primarily in money market funds. At times, we have also entered into interest rate swap and foreign currency forward contracts. While all of our investments to date are highly rated and we believe our counterparties to be highly rated, current credit market disruptions may adversely affect the value and liquidity of these investments and may affect the ability of our counterparties to fulfill their contractual obligations.

We may have increasing difficulty attracting and retaining qualified outside Board members.

The directors and management of publicly traded corporations are increasingly concerned with the extent of their personal exposure to lawsuits and shareholder claims, as well as governmental and creditor claims that may be made against them in connection with their positions with publicly-held companies. Outside directors are becoming increasingly concerned with the availability of directors' and officers' liability insurance to pay on a timely basis the costs incurred in defending shareholder claims. Directors' and officers' liability insurance is expensive and difficult to obtain. The SEC and the Nasdaq Stock Market have also imposed higher independence standards and certain special requirements on directors of public companies. Accordingly, it may become increasingly difficult to attract and retain qualified outside directors to serve on our Board.

Delaware law and our charter documents contain provisions that could discourage or prevent a potential takeover of Microsemi that might otherwise result in our stockholders receiving a premium over the market price for their shares.

Provisions of Delaware law and our certificate of incorporation and bylaws could make more difficult an acquisition of Microsemi by means of a tender offer, a proxy contest, or otherwise, and the removal of incumbent officers and directors.

These provisions include:


•	Section 203 of the Delaware General Corporation Law, which prohibits a merger with a 15%-or-greater stockholder, such as a party that has completed a successful tender offer, without board approval until three years after that party became a 15%-or-greater stockholder; and


•	The authorization in the certificate of incorporation of undesignated preferred stock, which could be issued without stockholder approval in a manner designed to prevent or discourage a takeover or in a way that may dilute an investment in our common stock.

Certain provisions of our charter documents, including provisions eliminating the ability of stockholders to call special meetings and limiting the ability of stockholders to raise matters at a meeting of stockholders without giving advance notice, may have the effect of delaying or preventing changes in control or management of Microsemi. In addition, our charter documents do not permit cumulative voting, which may make it more difficult for a third party to gain control of our Board of Directors.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 27, 2017, we announced that our Board of Directors authorized a stock repurchase program for the repurchase of up to $250.0 million of the Company's common stock before July 31, 2019. During the quarter ended April 1, 2018, the Company did not repurchase any shares under the stock repurchase program. Repurchases under this authorization may be made in the open market or through privately negotiated transactions and may also be made under a Rule 10b5-1 plan. The number of shares to repurchase and the timing of such repurchases will be based on several factors, including the price of the Company's common stock, potential alternatives and general market and business conditions.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

Inapplicable.


ITEM 4.	MINE SAFETY DISCLOSURES

Inapplicable.



Microsemi Corporation	47


ITEM 5.	OTHER INFORMATION

Inapplicable.


ITEM 6.	EXHIBITS



Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of March 1, 2018, among Microsemi Corporation, Microchip Technology Incorporated, and Maple Acquisition Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Microsemi Corporation on March 2, 2018)**
3.1		Amended and Restated Certificate of Incorporation of Microsemi Corporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (filed by Microsemi Corporation on February 10, 2011)
3.2		Fourth Amended & Restated Bylaws of Microsemi Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Microsemi Corporation on December 3, 2015)
10.1		Microsemi Corporation 2008 Performance Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Microsemi Corporation on February 16, 2018)*
10.2		Form of Notice of Grant of Restricted Stock Unit Award and Term and Conditions under 2008 Performance Incentive Plan (used for restricted stock unit awards granted to certain executive officers in March 2018)†*
31.1		Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 27, 2018†
31.2		Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 27, 2018†
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 27, 2018††
101		The following financial statements are from Microsemi Corporation’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Consolidated Balance Sheets; (ii) Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss); (iii) Unaudited Consolidated Statements of Cash Flows; and (iv) Notes to Unaudited Consolidated Financial Statements†

†		Filed with this Report.
††		Furnished with this Report.
*		Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to applicable rules of the Securities and Exchange Commission.
**		All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Microsemi Corporation hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.



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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




			Microsemi Corporation

	By		/s/ John W. Hohener
			John W. Hohener
			Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer and duly authorized to sign on behalf of the Registrant)

Dated: April 27, 2018



Microsemi Corporation	49

Exhibit Index



Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of March 1, 2018, among Microsemi Corporation, Microchip Technology Incorporated, and Maple Acquisition Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Microsemi Corporation on March 2, 2018)**
3.1		Amended and Restated Certificate of Incorporation of Microsemi Corporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (filed by Microsemi Corporation on February 10, 2011)
3.2		Fourth Amended & Restated Bylaws of Microsemi Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Microsemi Corporation on December 3, 2015)
10.1		Microsemi Corporation 2008 Performance Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Microsemi Corporation on February 16, 2018)*
10.2		Form of Notice of Grant of Restricted Stock Unit Award and Term and Conditions under 2008 Performance Incentive Plan (used for restricted stock unit awards granted to certain executive officers in March 2018)†*
31.1		Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 27, 2018†
31.2		Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 27, 2018†
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 27, 2018††
101		The following financial statements are from Microsemi Corporation’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Consolidated Balance Sheets; (ii) Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss); (iii) Unaudited Consolidated Statements of Cash Flows; and (iv) Notes to Unaudited Consolidated Financial Statements†

†		Filed with this Report.
††		Furnished with this Report.
*		Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to applicable rules of the Securities and Exchange Commission.
**		All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Microsemi Corporation hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.



Microsemi Corporation	50

MICROSEMI CORP 10-Q