Restructuring and Divestiture Charges

The Company evaluates its operations for opportunities to improve operational effectiveness and efficiency, including facility and operations consolidation, and to better align expenses with revenues. As a result of these assessments, the Company has undertaken various restructuring actions which are described below. The following table displays charges taken related to restructuring actions in fiscal 2014, 2013 and 2012 and a rollforward of the charges to the accrued balances as of June 28, 2014:



	Consolidation of Diagnostics Operations		Closure of Indianapolis Facility		Fiscal 2014 Actions		Fiscal 2013 Actions		Other Operating Cost Reductions		Total
Restructuring and Divestiture Charges
Fiscal 2012 charges:
Non-cash impairment charge	$	0.6	$	—	$	—	$	—	$	—	$	0.6
Purchase orders and other contractual obligations	—		—		—		—		0.3		0.3
Workforce reductions	14.2		0.9		—		—		0.2		15.3
Facility closure costs	—		—		—		—		0.4		0.4
Other	—		0.9		—		—		—		0.9
Fiscal 2012 restructuring and divestiture charges	$	14.8	$	1.8	$	—	$	—	$	0.9	$	17.5
Fiscal 2013 charges:
Workforce reductions	$	14.0	$	4.8	$	—	$	11.3	$	1.1	$	31.2
Facility closure costs	—		0.2		—		—		0.4		0.6
Other	—		0.7		—		—		0.2		0.9
Fiscal 2013 restructuring charges	$	14.0	$	5.7	$	—	$	11.3	$	1.7	$	32.7
Divestiture net charges											0.1
Fiscal 2013 restructuring and divestiture charges											$	32.8
Fiscal 2014 charges:
Workforce reductions	$	2.3	$	0.2	$	21.0	$	0.9	$	8.3	$	32.7
Property impairment	—		—		—		—		3.1		3.1
Facility closure costs	—		0.5		—		—		—		0.5
Other	—		—		—		—		0.1		0.1
Fiscal 2014 restructuring charges	$	2.3	$	0.7	$	21.0	$	0.9	$	11.5	$	36.4
Divestiture net charges											0.2
Fiscal 2014 restructuring and divestiture charges											$	36.6



	Consolidation of Diagnostics Operations			Closure of Indianapolis Facility			Fiscal 2014 Actions			Fiscal 2013 Actions			Other Operating Cost Reductions			Total
Rollforward of Accrued Restructuring
Fiscal 2012 charges	$	14.8		$	1.8		$	—		$	—		$	0.9		$	17.5
Non-cash impairment charges	(0.6		)	—			—			—			—			(0.6		)
Stock-based compensation	(3.5		)	—			—			—			—			(3.5		)
Severance payments	(2.4		)	—			—			—			(0.2		)	(2.6		)
Other payments	—			—			—			—			(0.8		)	(0.8		)
Acquired and other	0.1			—			—			—			0.1			0.2
Balance as of September 29, 2012	$	8.4		$	1.8		$	—		$	—		$	0.0		$	10.2

Fiscal 2013 restructuring charges	$	14.0		$	5.7		$	—		$	11.3		$	1.7		$	32.7
Stock-based compensation	(6.3		)	—			—			(1.6		)	—			(7.9		)
Severance payments	(13.1		)	(3.1		)	—			(4.4		)	(0.9		)	(21.5		)
Other payments	—			(0.6		)	—			—			(0.6		)	(1.2		)
Balance as of September 28, 2013	$	3.0		$	3.8		$	—		$	5.3		$	0.2		$	12.3

Fiscal 2014 restructuring charges	$	2.3		$	0.7		$	21.0		$	0.9		$	11.5		$	36.4
Stock-based compensation	—			—			(6.5		)	—			—			(6.5		)
Non-cash impairment charges	—			—			—			—			(3.1		)	(3.1		)
Severance payments	(0.9		)	(4.0		)	(7.7		)	(5.9		)	(5.9		)	(24.4		)
Other payments	—			(0.4		)	—			—			(0.1		)	(0.5		)
Balance as of June 28, 2014	$	4.4		$	0.1		$	6.8		$	0.3		$	2.6		$	14.2

Consolidation of Diagnostics Operations

In connection with its acquisition of Gen-Probe Incorporated (“Gen-Probe”), the Company implemented restructuring actions to consolidate its Diagnostics operations, including streamlining product development initiatives, reducing overlapping functional areas in sales, marketing and general and administrative functions, and consolidating manufacturing resources, field services and support. As a result, the Company terminated certain employees from Gen-Probe and its legacy diagnostics business in research and development, sales, marketing, and general and administrative functions. The Company recorded severance and benefit charges in fiscal 2012 of $13.3 million related to this action pursuant to ASC 420, Exit or Disposal Cost Obligations (ASC 420). The majority of these employees ceased working in the fourth quarter of fiscal 2012, and their full severance charge was recorded in the fourth quarter of fiscal 2012. In addition, certain of the terminated Gen-Probe employees had unvested stock options, which were accelerated at termination pursuant to the stock options’ original terms. As such, the severance charges in fiscal 2012 include $3.5 million of stock-based compensation expense. In fiscal 2013, the Company recorded $10.8 million of severance charges, including $6.3 million for stock-based compensation. Included in these charges was $9.7 million recorded in the second quarter of fiscal 2013 related to the termination of certain Gen-Probe executives, including Carl Hull, Gen-Probe’s former Chairman, President and Chief Executive Officer. The charge was for the acceleration of certain retention payments and equity awards pursuant to the original terms of the related agreements. The Company recorded $0.3 million and $10.8 million of severance charges in the three and nine months ended June 29, 2013, respectively. No additional charges were recorded in fiscal 2014 under this portion of the action.

In addition, the Company is in the process of moving its legacy molecular diagnostics operations from Madison, Wisconsin to Gen-Probe’s facilities in San Diego, California. This transfer is expected to be finalized by the end of fiscal 2014 and, as a result, many of the employees in Madison have been terminated. The Company is recording severance and benefit charges pursuant to ASC 420 and estimates the total severance and benefits charges to be approximately $7.1 million, which is being recorded ratably over the estimated service period of the affected employees. The Company recorded $0.6 million and $2.3 million in the three and nine months ended June 28, 2014, respectively, and $0.8 million and $2.6 million in the three and nine months ended June 29, 2013, respectively. In fiscal 2013 and 2012, the Company recorded $3.2 million and $0.9 million, respectively, for severance and benefits related to this portion of the action.

Closure of Indianapolis Facility

In the fourth quarter of fiscal 2012, the Company finalized its decision to transfer production of the majority of its interventional breast products, which are included within the Breast Health reporting segment, from its Indianapolis, Indiana facility to its facility in Costa Rica. The transfer was completed in the first quarter of fiscal 2014, and the termination of employees at the Indianapolis location was completed. The Company recorded total severance and benefit charges under this action of $5.9 million pursuant to ASC 420. These charges were recorded ratably over the required service period of the affected employees. The Company recorded severance and benefits charges of $0.2 million in the first quarter of fiscal 2014. The Company recorded severance and benefit charges of $1.4 million and $4.5 million in the three and nine months ended June 29, 2013, respectively. In fiscal 2013 and 2012, the Company recorded $4.8 million and $0.9 million, respectively, for severance and benefits related to this action. In addition, the Company recorded a charge of $0.4 million in the first quarter of fiscal 2014 related to the termination of its Indianapolis lease. The Company also recorded miscellaneous charges of $0.8 million in fiscal 2013 and $0.9 million in fiscal 2012 for amounts owed to the state of Indiana for employment credits. This action is complete and no additional charges will be recorded.

Fiscal 2014 Actions

During the first quarter of fiscal 2014, the Company implemented a cost reduction initiative comprised of reducing headcount and evaluating research projects and operating costs. In connection with this plan, the Company terminated certain employees on a worldwide basis. The Company recorded the severance and benefit charges pursuant to ASC 420 and ASC 712, Compensation-Nonretirement Postemployment Benefits (ASC 712), depending on the employee terminated. The Company recorded $6.3 million of severance and benefit charges in the first quarter of fiscal 2014, which included $0.4 million of stock-based compensation.

On December 6, 2013, Stephen P. MacMillan was appointed as President, Chief Executive Officer and a director of the Company. The employment of John W. Cumming, the Company’s prior President and Chief Executive Officer, terminated upon Mr. MacMillan’s appointment. The Company provided separation benefits to Mr. Cumming pursuant to his employment letter dated July 18, 2013 resulting in a charge of $6.6 million in the first quarter of fiscal 2014, which included $4.4 million of stock-based compensation related to the acceleration of all of Mr. Cumming’s outstanding equity awards in accordance with the existing terms of Mr. Cumming’s share based payment arrangements.

In the second and third quarters of fiscal 2014, the Company terminated certain executives and employees and recorded severance and benefit charges of $3.0 million and $5.0 million, respectively. These charges were recorded pursuant to ASC 712. The third quarter charge included $1.7 million of stock-based compensation for the modification of the terms of equity awards to certain employees.

Fiscal 2013 Actions

During the third quarter of fiscal 2013, the Company implemented a cost reduction initiative comprised of reducing headcount and evaluating research projects and operating costs. In connection with this plan, the Company terminated certain employees on a worldwide basis. The Company primarily recorded severance and benefit charges pursuant to ASC 420, and the total severance and benefits charge related to this plan was $5.4 million. For those employees who continued to be employed beyond the minimum retention period, charges were recorded ratably over the estimated service period of the affected employees. The Company recorded severance and benefit charges of $0.9 million in the nine months ended June 28, 2014. The Company recorded $3.6 million of severance and benefit charges in the third quarter of fiscal 2013 related to this action.

During the fourth quarter of fiscal 2013, Robert A. Cascella resigned as the Company’s President and Chief Executive Officer and as a member of the Board of Directors of the Company, and effective at the same time, Mr. Cumming was appointed as the Company’s President and Chief Executive Officer. In connection with this management change, additional headcount reductions were implemented. As a result of this action, the Company recorded $6.8 million in the fourth quarter of fiscal 2013 for severance and benefits charges. All employees were notified prior to September 28, 2013 and primarily ceased employment in the fourth quarter of fiscal 2013. The severance and benefit charges were recorded pursuant to ASC 712 for those employees with contractual arrangements and under ASC 420 for the remainder of the affected employees. In addition to the acceleration of stock options pursuant to the stock options’ original terms for certain employees, the Company also modified the terms of equity awards to certain employees resulting in aggregate stock-based compensation charges of $1.4 million recorded in the fourth quarter of fiscal 2013.

Other Operating Cost Reductions:

Hitec-Imaging Organic Photoconductor Manufacturing Line Shut-down

In the fourth quarter of fiscal 2013, in connection with the Company’s cost reduction initiatives, the Company decided to shut-down its Hitec-Imaging organic photoconductor manufacturing line located in Germany. This production line is included within the Breast Health segment. As a result, the Company terminated certain employees, primarily in manufacturing, in fiscal 2014. During the first quarter of fiscal 2014, the Company completed its negotiations with the local Works Council to determine severance benefits for the approximately 95 affected employees. The Company is recording severance and benefit charges pursuant to ASC 420 and estimates the severance and related charges will be approximately $9.2 million. The Company recorded charges of $7.3 million and $1.1 million in the second and third quarters of fiscal 2014, respectively, in connection with terminating these employees. Additional charges will be recorded in fiscal 2014 and 2015 based on the terms of the benefit arrangements with certain employees.

In the first quarter of fiscal 2014, the Company recorded an impairment charge of $3.1 million to record certain buildings at this location to their estimated fair value.

Consolidation of Selenium Panel Coating Production

During the third quarter of fiscal 2012, the Company finalized its decision to consolidate its Selenium panel coating process and transfer the production line to its Newark, Delaware facility from its Hitec-Imaging German subsidiary. This production line is included within the Breast Health segment. The transfer was completed in the fourth quarter of fiscal 2013. In connection with this consolidation plan, the Company terminated certain employees, primarily manufacturing personnel. Severance charges were recorded pursuant to ASC 420. The termination communications began in January 2013 and the Company recorded severance charges of $0.4 million and $1.0 million in the three and nine months ended June 29, 2013, respectively. In connection with this action, the Company recorded severance charges of $1.1 million in fiscal 2013.

Divestitures

In the fourth quarter of fiscal 2013, the Company designated the assets of its Elucigene product line as assets held-for-sale, and recorded a charge of $0.7 million to record the assets at fair value. In the first quarter of fiscal 2014, the Company finalized the sale of the assets for $2.8 million, resulting in additional charges of $0.2 million for the nine months ended June 28, 2014. At September 28, 2013, assets held-for-sale consisted of inventory and certain equipment valued at $2.4 million and goodwill of $0.6 million.The Company completed the sale of its Lifecodes business and recorded a net gain of $0.9 million in the second quarter of fiscal 2013. For the year ended September 28, 2013, the Company recorded a charge of $0.3 million related to the disposition of certain other assets held-for-sale.