Additional details reconciling the selected GAAP financial measure to the selected non-GAAP financial measure may be found in the "Schedule Reconciling Selected Non-GAAP Financial Measures to Comparable GAAP Financial Measures" and "Notes on Non-GAAP Financial Measures."

MICROSEMI CORPORATION

Schedule Reconciling Selected Non-GAAP Financial Measures

to Comparable GAAP Financial Measures

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

Quarter Ended

Six Months Ended

Mar 30,
2014

Dec 29,
2013

Mar 31,
2013

Mar 30,
2014

Mar 31,
2013

GAAP gross profit

$

145.4

$

138.3

$

133.5

$

283.7

$

276.1

Manufacturing profit in acquired inventory (1)

12.9

4.8

—

17.7

—

Non-GAAP gross profit

$

158.3

$

143.1

$

133.5

$

301.4

$

276.1

GAAP operating income

$

4.1

$

7.2

$

11.8

$

11.2

$

37.3

Adjustments to GAAP gross profit

12.9

4.8

—

17.7

—

Restructuring and other special charges (2)

6.2

8.3

6.9

14.5

8.3

Amortization of intangible assets (3)

24.3

22.0

21.1

46.3

42.8

Stock based compensation (4)

11.4

10.1

10.2

21.5

18.3

Acquisition costs (5)

0.4

1.7

—

2.2

—

Non-GAAP operating income

$

59.3

$

54.1

$

50.0

$

113.4

$

106.7

GAAP net income (loss)

$

(8.7)

$

1.4

$

(2.9)

$

(7.3)

$

11.3

Adjustments to GAAP gross profit and operating income

55.2

46.9

38.2

102.2

69.4

Loss from facility closure and asset disposal (2)

—

—

0.2

—

0.2

Credit facility issuance and refinancing costs (6)

0.9

0.2

3.3

1.1

3.6

(Gain) in debt and derivative instruments (7)

(0.1)

(0.3)

(0.3)

(0.4)

(0.6)

Income tax effect on non-GAAP adjustments (8)

0.4

(5.3)

0.4

(5.0)

—

Non-GAAP net income

$

47.7

$

42.9

$

38.9

$

90.6

$

83.9

GAAP diluted earnings (loss) per share

$

(0.09)

$

0.01

$

(0.03)

$

(0.08)

$

0.12

Effect of non-GAAP adjustments on diluted earnings per share

$

0.60

$

0.45

$

0.46

$

1.05

$

0.81

Non-GAAP diluted earnings per share

$

0.51

$

0.46

$

0.43

$

0.97

$

0.93

Weighted average diluted shares used in calculating non-GAAP diluted earnings per share

94.1

93.5

91.1

93.8

90.5

Operating cash flow

$

30.2

$

62.5

$

31.9

$

92.7

$

60.0

Capital expenditures

(8.7)

(12.1)

(9.0)

(20.8)

(17.5)

Free cash flow

$

21.5

$

50.4

$

22.9

$

71.9

$

42.5

Additional details reconciling the selected non-GAAP financial measure to the selected GAAP financial measure may be found in "Notes on Non-GAAP Financial Measures."

Additional details reconciling the selected non-GAAP financial measure to the selected GAAP financial measure may be found in the "Schedule Reconciling Selected Non-GAAP Financial Measures to Comparable GAAP Financial Measures" and "Notes on Non-GAAP Financial Measures."

As of March 30, 2014, we had $796.0 million in term loan borrowings. Subsequent to the end of the quarter, we completed optional principal prepayments on our term loan totaling $70.0 million resulting in a term loan balance of $726.0 million.

Notes on Non-GAAP Financial Measures

To supplement the consolidated financial results prepared in accordance with Generally Accepted Accounting Principles ("GAAP"), this press release and its attachments include non-GAAP financial measures which are adjusted for the items listed in the footnotes below. Management reports the following non-GAAP financial measures:

          •     non-GAAP gross profit and gross margin;
          •     non-GAAP operating income and operating margin; 
          •     non-GAAP net income and diluted earnings per share; and 
          •     free cash flow.

Non-GAAP financial measures are not prepared in accordance with GAAP; therefore, the information is not necessarily comparable to other companies' financial information and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Management believes it is useful to provide these non-GAAP financial measures and a reconciliation to comparable GAAP financial measures as we believe they enhance an investor's overall understanding of our financial performance and future prospects by being more reflective of our core operational activities and more comparable with our results over various periods. By disclosing non-GAAP financial measures, management intends to provide investors with an alternate measure to evaluate and compare Microsemi's operating results and trends for the periods presented. Management uses non-GAAP financial measures internally for strategic decision making, forecasting future results and evaluating current performance. The items reconciling GAAP financial measures to non-GAAP financial measures and additional comments and the usefulness of each item are set forth below:

(1)

Manufacturing profit in acquired inventory results from purchase accounting entries to increase the value of inventory acquired to its fair value. As the acquired inventory is sold, the associated manufacturing profit in acquired inventory increases cost of goods sold and reduces gross profit. Management believes it is useful to exclude manufacturing profit in acquired inventory as it does not reflect continuing operations of acquired entities and to facilitate comparability of gross profit between periods. In addition, management excludes the impact of manufacturing profit in acquired inventory in internal measurements of gross profit.

(2)

Restructuring activities relate to efforts to reduce costs and involve the closure, sale and consolidation of certain facilities. As these facilities are not expected to have a continuing contribution to operations or are they expected to have a diminishing contribution during the transition phase, management believes excluding such items from Microsemi's operations is useful to investors as it provides a means of evaluating Microsemi's on-going operations. Restructuring and other special charges include severance and other costs related to these facilities. Other special charges also include gains or losses on litigation, net of settlement costs, primarily related to acquisition-related matters. Management believes that utilizing non-GAAP financial measures that exclude these items is useful in providing an alternate measure to evaluate core operating activities and management excludes these items in its evaluation of operations and for strategic decision making, forecasting future results and evaluating current performance.

(3)

Amortization of acquisition related intangible assets is excluded from internal analysis of Microsemi's operations and management does not view this non-cash expense as reflective of the business' current performance. Management believes that utilizing non-GAAP financial measures that exclude this non-cash item is useful in providing an alternate measure that excludes the variability caused by purchase accounting factors.

(4)

Stock based compensation is excluded by management when evaluating operating activities and for strategic decision making, forecasting future results and evaluating current performance. Management believes that utilizing non-GAAP financial measures that exclude this non-cash item is useful in providing an alternate measure that excludes the variability caused by different methodologies and subjective assumptions used in the valuation of equity awards across different companies.

(5)

Acquisition costs for business combinations are expensed as incurred, in accordance with relevant accounting guidance, rather than capitalized into the purchase price of an acquisition. Management excludes these expenses when evaluating operating activities and for strategic decision making, forecasting future results and evaluating current performance. Management believes that utilizing non-GAAP financial measures that exclude this item is useful in providing an alternate measure that excludes the variability caused by purchase accounting factors.

(6)

Debt issuance and refinancing costs have been excluded as they are discrete charges we incurred to issue or refinance our credit facility. Management excludes these expenses from internal measurements of credit facility interest rates and in evaluating current performance. Management believes that utilizing non-GAAP financial measures that exclude this item is useful in providing an alternate measure that is reflective of the ongoing characteristics of the amended credit facility.

(7)

Changes in the fair value of term loan balances outstanding and related interest rate swaps do not result in a change to the principal we owe and are non-cash amounts that management excludes from internal measurements and from forecasting future results. We elected the fair value option in accounting for term loan balances outstanding under Microsemi's credit facility prior to the October 2011 amendment of our credit facility and changes in fair value of the loan balances and related interest rate swaps were reflected as adjustments to the income statement. We did not elect the fair value option on subsequent amendments and are reporting the current term loan balance at par. Subsequent to the first quarter of 2012, only our interest rate swaps were recorded under fair value accounting. We entered into interest rate swaps as a cash flow hedge on our variable rate term loan, but as these swaps did not qualify for hedge accounting, we record gains and losses for the change in fair value. Management excludes these gains and losses from internal measurements and in evaluating current performance. Management believes that utilizing non-GAAP financial measures that exclude this item is useful in providing an alternate measure that excludes these non-cash fair value adjustments that do not reflect ongoing operations or the ultimate settlement amount of our term loan.

(8)

The tax effect of non-GAAP adjustments represents the difference in the provision for income taxes that resulted from non-GAAP adjustments to pretax income and also certain acquisition-related and nondeductible stock-based compensation items, and non-cash valuation allowance charges and releases related to deferred tax assets. These amounts are excluded as non-GAAP adjustments as the restructuring activities and acquisitions are not viewed by management as being reflective of the business' ongoing tax position.

Free cash flow is a non-GAAP financial measure defined as operating cash flow less capital expenditures. We consider free cash flow to be a liquidity measure which provides useful information to management and investors about the amount of cash generated by the business after our capital expenditures, which can then be used for strategic opportunities including, among others, investing in Microsemi's business, making strategic acquisitions, and strengthening the balance sheet. Management uses free cash flow as a supplemental measure to the net change in cash and cash equivalents as presented in Microsemi's consolidated statements of cash flows prepared in accordance with GAAP which incorporates all cash movements during the period.

Guidance is provided only on a non-GAAP basis due to the inherent difficulty of forecasting the timing or amount of certain items that have been excluded from the forward-looking non-GAAP measures, and a reconciliation to the comparable GAAP guidance has not been provided because certain factors that are materially significant to Microsemi's ability to estimate the excluded items are not accessible or estimable on a forward-looking basis.