XML 31 R11.htm IDEA: XBRL DOCUMENT v3.8.0.1
Financial Instruments and Fair Value Measurements
12 Months Ended
Sep. 30, 2017
Financial Instruments and Fair Value Measurements [Abstract]  
Financial Instruments and Fair Value Measurements
4.  Financial Instruments and Fair Value Measurements
 
In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors.  The Company may use derivative financial instruments to help manage market risk and reduce the exposure to fluctuations in interest rates and foreign currencies.  These financial instruments are not used for trading or other speculative purposes.  For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.

To the extent hedging relationships are found to be effective, as determined by FASB guidance, changes in the fair value of the derivatives are offset by changes in the fair value of the related hedged item and recorded to Accumulated other comprehensive loss. Any identified ineffectiveness, or changes in the fair value of a derivative not designated as a hedge, are recorded to the Consolidated Statements of Income.

Foreign Currency Forward Contracts
 
The primary purpose of the Company's foreign currency hedging activities is to manage the potential changes in value associated with the changes in foreign currencies on future foreign cash movements for certain jurisdictions.  The changes in fair value of these derivative contracts are recognized in Other (income) expense, net on the Consolidated Statements of Income and are largely offset by the remeasurement of the underlying intercompany loan.  When valuing foreign currency forward contracts the Company utilizes Level 2 inputs (substantially observable).  These contracts are typically entered into and settled within the given quarterly reporting period.

Interest Rate Swaps

The primary purpose of the Company’s interest rate swap activities is to manage cash flow variability associated with our outstanding variable rate term loan debt.  When valuing interest rate swaps the Company utilizes Level 2 inputs (substantially observable).
 
In February 2013, the Company entered into a $1 billion interest rate swap transaction with an effective date of May 2016 and expiration in May 2019.  In June 2013, the Company elected to settle this derivative instrument and received $16 million as a result of this settlement.  The offset is included in Accumulated other comprehensive loss and is being amortized to Interest expense from May 2016 through May 2019, the original term of the swap agreement.

During fiscal 2017 the Company modified various term loan rates and maturities.  In conjunction with these modifications the Company realigned existing swap agreements which resulted in the de-designation of the original hedge and re-designation of the modified swaps as an effective cash flow hedges.  The amounts included in Accumulated other comprehensive loss at the date of de-designation are being amortized to Interest expense through the terms of the original swaps.
 
As of year-end, the Company effectively had (1) a $450 million interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 2.00%, with an effective date in May 2017 and expiration in May 2022, (2) a $1 billion interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 1.5190% with an effective date in March 2017 and expiration in June 2019, (3) a $1 billion interest rate swap transaction that swaps a one-month variable LIBOR contract for a fixed annual rate of 2.0987% with an effective date in February 2017 and expiration in September 2021.

The Company records the fair value positions of all derivative financial instruments on a net basis by counterparty for which a master netting arrangement is utilized. Balances on a gross basis as of the current period are as follows;

Derivatives Instruments
Hedge Designation
Balance Sheet Location
 
2017
  
2016
 
Foreign currency forward contracts
Not designated
Other assets
 
$
  
$
3
 
Interest rate swaps
Designated
Other assets
  
1
   
 
Interest rate swaps
Not designated
Other assets
  
13
   
 
Interest rate swaps
Designated
Other long-term liabilities
  
15
   
48
 
Interest rate swaps
Not designated
Other long-term liabilities
  
13
   
 

The effect of the Company’s derivative instruments on the Consolidated Statement of Income is as follows:
 
 
  
 
Fiscal years Ended
 
Derivatives instruments
Statement of Income Location
 
September 30, 2017
  
October 1, 2016
  
September 26, 2015
 
Interest rate swaps
Interest expense, net
 
$
24
  
$
16
  
$
 
Foreign currency swaps
Other (income) expense
 
$
(2
)
 
$
13
  
$
 
 
The amortization related to unrealized losses in Accumulated other comprehensive loss is expected to be approximately $5 million in the next 12 months.  The Company’s financial instruments consist primarily of cash and cash equivalents, long-term debt, interest rate swap agreements and capital lease obligations.  The fair value of our long-term indebtedness exceeded book value by $81 million as of fiscal 2017, and $56 million as of fiscal 2016.  The Company’s long-term debt fair values were determined using Level 2 inputs as other significant observable inputs were not available.
 
Non-recurring Fair Value Measurements
 
The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present or when the Company completes an acquisition.  See Note 2 for discussion of our acquisitions and the non-recurring fair value measurement considerations that were utilized in the purchase price allocation.  The Company adjusts certain long-lived assets to fair value only when the carrying values exceed the fair values. The categorization of the framework used to value the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 5 for additional discussion).  These assets that are subject to our annual impairment analysis primarily include our definite lived and indefinite lived intangible assets, including Goodwill and our property, plant and equipment.  The Company reviews Goodwill and other indefinite lived assets for impairment as of the first day of the fourth fiscal quarter each year, and more frequently if impairment indicators exist.  The Company determined Goodwill and other indefinite lived assets were not impaired in our annual fiscal 2017, 2016, and 2015 assessments and no impairment indicators existed in the current year.
 
Included in the following tables are the major categories of assets and their current carrying values that were measured at fair value on a non-recurring basis in the current year, along with the impairment loss recognized on the fair value measurement for the fiscal years then ended:
 
 
 
As of the end of fiscal 2017
 
 
 
Level 1
  
Level 2
  
Level 3
  
Total
  
Impairment
 
Indefinite-lived trademarks
 
$
  
$
  
$
248
  
$
248
  
$
 
Goodwill
  
   
   
2,775
   
2,775
   
 
Definite lived intangible assets
  
   
   
1,038
   
1,038
   
 
Property, plant and equipment
  
   
   
2,366
   
2,366
   
2
 
Total
 
$
  
$
  
$
6,427
  
$
6,427
  
$
2
 

 
 
As of the end of fiscal 2016
 
 
 
Level 1
  
Level 2
  
Level 3
  
Total
  
Impairment
 
Indefinite-lived trademarks
 
$
  
$
  
$
248
  
$
248
  
$
 
Goodwill
  
   
   
2,406
   
2,406
   
 
Definite lived intangible assets
  
   
   
952
   
952
   
 
Property, plant and equipment
  
   
   
2,224
   
2,224
   
3
 
Total
 
$
  
$
  
$
5,830
  
$
5,830
  
$
3
 

 
 
As of the end of fiscal 2015
 
 
 
Level 1
  
Level 2
  
Level 3
  
Total
  
Impairment
 
Indefinite-lived trademarks
 
$
  
$
  
$
207
  
$
207
  
$
 
Goodwill
  
   
   
1,652
   
1,652
   
 
Definite lived intangible assets
  
   
   
486
   
486
   
 
Property, plant and equipment
  
   
   
1,294
   
1,294
   
2
 
Total
 
$
  
$
  
$
3,639
  
$
3,639
  
$
2
 

Valuation of Goodwill and Indefinite Lived Intangible Assets
 
ASC Topic 350 requires the Company to test goodwill for impairment at least annually.  The Company conducted the impairment test on the first day of the fourth fiscal quarter, unless indications of impairment exist during an interim period.  When assessing its goodwill for impairment, the Company utilizes a comparable company market approach weighted equally with a discounted cash flow analysis to determine the fair value of their reporting units and corroborate the fair values.  The Company utilizes a relief from royalty method to value their indefinite lived trademarks and uses the forecasts that are consistent with those used in the reporting unit analysis.  The Company has seven reporting units more fully discussed in Note 1.  
 
Valuation of Property, Plant and Equipment and Definite Lived Intangible Assets
 
The Company periodically realigns their manufacturing operations which results in facilities being closed and shut down and equipment transferred to other facilities or equipment being scrapped or sold.  The Company utilizes appraised values to corroborate the fair value of the facilities and has utilized a scrap value based on prior facility shut downs to estimate the fair value of the equipment, which has approximated the actual value that was received.  When impairment indicators exist, the Company will also perform an undiscounted cash flow analysis to determine the recoverability of the Company’s long-lived assets.  The Company incurred impairment charges of $2 million, $3 million, and 2 million related to property, plant and equipment in fiscal years 2017, 2016, or 2015, respectively.  The impairment charges were calculated based on the estimated proceeds that were expected based on the market for used equipment and past sales of equipment less the carrying value.  The Company did not incur an impairment charge on definite lived intangible assets in fiscal 2017, 2016, or 2015.