COVER PAGE
COVER PAGE - shares | 9 Months Ended | |
Dec. 31, 2019 | Jan. 29, 2020 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2019 | |
Document Transition Report | false | |
Entity File Number | 0-21184 | |
Entity Registrant Name | MICROCHIP TECHNOLOGY INCORPORATED | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-0629024 | |
Entity Address, Address Line One | 2355 W. Chandler Blvd. | |
Entity Address, City or Town | Chandler | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85224-6199 | |
City Area Code | 480 | |
Local Phone Number | 792-7200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | MCHP | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 239,538,076 | |
Entity Central Index Key | 0000827054 | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2019 | Mar. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 397.1 | $ 428.6 |
Short-term investments | 5.2 | 2.3 |
Accounts receivable, net | 807.5 | 880.6 |
Inventories | 708.8 | 711.7 |
Other current assets | 185.4 | 191.6 |
Total current assets | 2,104 | 2,214.8 |
Property, plant and equipment, net | 909.7 | 996.7 |
Goodwill | 6,664.8 | 6,663.9 |
Intangible assets, net | 5,939.5 | 6,685.6 |
Long-term deferred tax assets | 1,738.4 | 1,677.2 |
Other assets | 232.2 | 111.8 |
Total assets | 17,588.6 | 18,350 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 209.3 | 226.4 |
Accrued liabilities | 726.5 | 787.3 |
Current portion of long-term debt | 1,400.8 | 1,360.8 |
Total current liabilities | 2,336.6 | 2,374.5 |
Long-term debt | 8,179.7 | 8,946.2 |
Long-term income tax payable | 711.4 | 756.2 |
Long-term deferred tax liability | 386.3 | 706.1 |
Other long-term liabilities | 358 | 279.5 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value; authorized 5,000,000 shares; no shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value; authorized 450,000,000 shares; 253,232,909 shares issued and 239,534,856 shares outstanding at December 31, 2019; 253,232,909 shares issued and 237,589,501 shares outstanding at March 31, 2019 | 0.2 | 0.2 |
Additional paid-in capital | 2,738.7 | 2,679.6 |
Common stock held in treasury: 13,698,053 shares at December 31, 2019; 15,643,408 shares at March 31, 2019 | (520.8) | (582.2) |
Accumulated other comprehensive loss | (22) | (20.7) |
Retained earnings | 3,420.5 | 3,210.6 |
Total stockholders' equity | 5,616.6 | 5,287.5 |
Total liabilities and stockholders' equity | $ 17,588.6 | $ 18,350 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Dec. 31, 2019 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 450,000,000 | 450,000,000 |
Common stock, shares issued (shares) | 253,232,909 | 253,232,909 |
Common stock, shares outstanding (in shares) | 239,534,856 | 237,589,501 |
Common stock held in treasury (in shares) | 13,698,053 | 15,643,408 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Income Statement [Abstract] | |||||
Net sales | $ 1,287.4 | $ 1,374.7 | $ 3,947.8 | $ 4,019.7 | |
Cost of sales | [1] | 501.9 | 595.1 | 1,519.6 | 1,908.8 |
Gross profit | 785.5 | 779.6 | 2,428.2 | 2,110.9 | |
Research and development | [1] | 217.1 | 217.7 | 656 | 611.6 |
Selling, general and administrative | [1] | 170.7 | 174.8 | 510.9 | 515.5 |
Amortization of acquired intangible assets | 248.7 | 193.7 | 745.4 | 497.2 | |
Special charges (income) and other, net | [1] | 17.8 | (1.3) | 29.5 | 57 |
Operating expenses | 654.3 | 584.9 | 1,941.8 | 1,681.3 | |
Operating income | 131.2 | 194.7 | 486.4 | 429.6 | |
Losses on equity method investments | 0 | (0.1) | 0 | (0.2) | |
Other income (expense): | |||||
Interest income | 0.6 | 0.7 | 2.3 | 7.3 | |
Interest expense | (119.7) | (137.6) | (381.9) | (366.7) | |
Loss on settlement of debt | 0 | (0.2) | (2) | (4.3) | |
Other loss, net | (1.5) | (2.5) | (0.2) | (12.4) | |
Income before income taxes | 10.6 | 55 | 104.6 | 53.3 | |
Income tax (benefit) provision | (300.5) | 5.8 | (366.1) | (127.9) | |
Net Income | $ 311.1 | $ 49.2 | $ 470.7 | $ 181.2 | |
Basic net income per common share (in dollars per share) | $ 1.30 | $ 0.21 | $ 1.97 | $ 0.77 | |
Diluted net income per common share (in dollars per share) | 1.20 | 0.20 | 1.84 | 0.73 | |
Dividends declared per common share (in dollars per share) | $ 0.3665 | $ 0.3645 | $ 1.0980 | $ 1.0920 | |
Basic common shares outstanding (in shares) | 239.2 | 236.7 | 238.5 | 235.9 | |
Diluted common shares outstanding (in shares) | 258.3 | 244.6 | 255.8 | 249.5 | |
[1] | Three Months Ended December 31, Nine Months EndedDecember 31,(1) Includes share-based compensation expense as follows:2019 2018 2019 2018Cost of sales$5.7 $3.4 $15.8 $10.9Research and development$21.2 $19.4 $63.0 $53.2Selling, general and administrative$16.6 $16.6 $50.7 $46.1Special charges and other, net$— $0.2 $— $17.3 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (PARENTHETICAL) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | $ 43.5 | $ 39.6 | $ 129.5 | $ 127.5 |
Cost of sales | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 5.7 | 3.4 | 15.8 | 10.9 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 21.2 | 19.4 | 63 | 53.2 |
Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | 16.6 | 16.6 | 50.7 | 46.1 |
Special charges (income) and other, net | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Allocated share based compensation expense | $ 0 | $ 0.2 | $ 0 | $ 17.3 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 311.1 | $ 49.2 | $ 470.7 | $ 181.2 |
Available-for-sale securities: | ||||
Unrealized holding losses, net of tax effect | 0 | 0 | 0 | (5.6) |
Reclassification of realized transactions, net of tax effect | 0 | 0 | 0 | 5.6 |
Defined benefit plans: | ||||
Actuarial (losses) gains related to defined benefit pension plans, net of tax (provision) benefit | (1.6) | 1 | 0.1 | 4.5 |
Reclassification of realized transactions, net of tax effect | 0.2 | 0.3 | 0.6 | 0.8 |
Change in net foreign currency translation adjustment | 1.7 | (1.6) | (0.7) | (3) |
Other comprehensive income (loss), net of tax effect | 0.3 | (0.3) | 0 | 2.3 |
Comprehensive income | $ 311.4 | $ 48.9 | $ 470.7 | $ 183.5 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | ||
Cash flows from operating activities: | ||||||||
Net income | $ 311,100,000 | $ 50,700,000 | $ 49,200,000 | $ 35,700,000 | $ 470,700,000 | $ 181,200,000 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 904,700,000 | 637,700,000 | ||||||
Deferred income taxes | (404,200,000) | (29,100,000) | ||||||
Share-based compensation expense related to equity incentive plans | 129,500,000 | 127,500,000 | ||||||
Loss on settlement of debt | 0 | 200,000 | 2,000,000 | 4,300,000 | ||||
Amortization of debt discount | 90,900,000 | 85,200,000 | ||||||
Amortization of debt issuance costs | 12,800,000 | 12,100,000 | ||||||
Losses on equity method investments | 0 | 100,000 | 0 | 200,000 | ||||
Losses on sale of assets | 400,000 | 0 | ||||||
Losses on write-down of fixed assets | 2,700,000 | 500,000 | ||||||
Impairment of intangible assets | 0 | 0 | 500,000 | 3,100,000 | ||||
(Gains) losses on available-for-sale investments and marketable equity securities, net | (1,000,000) | 6,800,000 | ||||||
Amortization of premium on available-for-sale investments | 0 | (200,000) | ||||||
Changes in operating assets and liabilities, excluding impact of acquisitions: | ||||||||
Decrease in accounts receivable | 73,200,000 | 189,400,000 | ||||||
Decrease in inventories | 5,600,000 | 344,500,000 | ||||||
Decrease in accounts payable and accrued liabilities | (53,300,000) | (143,500,000) | ||||||
Change in other assets and liabilities | (3,900,000) | 15,200,000 | ||||||
Change in income tax payable | (58,500,000) | (163,500,000) | ||||||
Net cash provided by operating activities | 1,172,100,000 | 1,271,400,000 | ||||||
Cash flows from investing activities: | ||||||||
Purchases of available-for-sale investments | (2,000,000) | (167,700,000) | ||||||
Maturities of available-for-sale investments | 0 | 75,700,000 | ||||||
Sales of available-for-sale investments | 0 | 1,376,600,000 | ||||||
Acquisition of Microsemi, net of cash acquired | 0 | (7,850,600,000) | ||||||
Investments in other assets | (40,500,000) | (12,800,000) | ||||||
Proceeds from sale of assets | 500,000 | 200,000 | ||||||
Capital expenditures | (55,700,000) | (188,800,000) | ||||||
Net cash used in investing activities | (97,700,000) | (6,767,400,000) | ||||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of 2023 and 2021 Senior Notes | 0 | 1,989,500,000 | ||||||
Repayment of debt assumed in Microsemi acquisition | 0 | (2,056,900,000) | ||||||
Deferred financing costs | (1,800,000) | (72,700,000) | ||||||
Payment of cash dividends | (262,100,000) | (257,800,000) | ||||||
Proceeds from sale of common stock | 38,800,000 | 26,900,000 | ||||||
Tax payments related to shares withheld for vested restricted stock units | (50,200,000) | (57,000,000) | ||||||
Capital lease payments | (600,000) | (600,000) | ||||||
Net cash (used in) provided by financing activities | (1,105,900,000) | 5,026,900,000 | ||||||
Net decrease in cash and cash equivalents | (31,500,000) | (469,100,000) | ||||||
Cash and cash equivalents, and restricted cash at beginning of period | [1] | $ 428,600,000 | $ 901,300,000 | 428,600,000 | 901,300,000 | $ 901,300,000 | ||
Cash and cash equivalents, and restricted cash at end of period | [1] | 397,100,000 | $ 432,200,000 | 397,100,000 | 432,200,000 | 428,600,000 | ||
Non-cash activities: | ||||||||
Right-of-use assets obtained in exchange of lease liabilities | 25,100,000 | 0 | ||||||
Cash paid for: | ||||||||
Operating lease payments in operating cash flows | 39,300,000 | 0 | ||||||
Restricted Cash | $ 0 | 0 | $ 38,400,000 | |||||
Term Loan Facility | ||||||||
Cash flows from financing activities: | ||||||||
Proceeds from borrowings under credit facility | 0 | 3,000,000,000 | ||||||
Repayments of credit facility | (188,000,000) | (287,000,000) | ||||||
Revolving Credit Facility | ||||||||
Cash flows from financing activities: | ||||||||
Proceeds from borrowings under credit facility | 682,000,000 | 3,725,500,000 | ||||||
Repayments of credit facility | $ (1,324,000,000) | $ (983,000,000) | ||||||
[1] | Schedule of restricted cash The following table presents the balance of restricted cash which consists of cash denominated in a foreign currency and restricted in use due to a foreign taxing authority requirement (in millions): December 31, March 31, 2019 2019 Restricted cash $ — $ 38.4 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Millions | Total | Common Stock and Additional Paid-in-Capital | Common Stock Held in Treasury | Accumulated Other Comprehensive Income | Retained Earnings |
Balance, common stock shares issued (in shares) at Mar. 31, 2018 | 253,200,000 | ||||
Beginning balance at Mar. 31, 2018 | $ 3,279.8 | $ 2,562.7 | $ (662.6) | $ (17.6) | $ 1,397.3 |
Balance, common stock held in treasury (in shares) at Mar. 31, 2018 | 18,200,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 35.7 | 35.7 | |||
Other comprehensive income (loss) | 4.4 | 4.4 | |||
Non-cash consideration, exchange of employee stock awards - Microsemi acquisition | 53.9 | $ 53.9 | |||
Proceeds from sales of common stock through employee equity incentive plans (shares) | 700,000 | ||||
Proceeds from sales of common stock through employee equity incentive plans | 6.4 | $ 6.4 | |||
Restricted stock unit and stock appreciation right withholdings (shares) | (200,000) | ||||
Restricted stock unit and stock appreciation right withholdings | (16.8) | $ (16.8) | |||
Treasury stock used for new issuances (shares) | (500,000) | (500,000) | |||
Treasury stock used for new issuances | 0 | $ (14.9) | $ 14.9 | ||
Share-based compensation | 45.9 | $ 45.9 | |||
Cash dividend | (85.5) | (85.5) | |||
Balance, common stock shares issued (in shares) at Jun. 30, 2018 | 253,200,000 | ||||
Ending balance at Jun. 30, 2018 | 5,123.8 | $ 2,637.2 | $ (647.7) | (14.9) | 3,149.2 |
Balance, common stock held in treasury (in shares) at Jun. 30, 2018 | 17,700,000 | ||||
Balance, common stock shares issued (in shares) at Mar. 31, 2018 | 253,200,000 | ||||
Beginning balance at Mar. 31, 2018 | 3,279.8 | $ 2,562.7 | $ (662.6) | (17.6) | 1,397.3 |
Balance, common stock held in treasury (in shares) at Mar. 31, 2018 | 18,200,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 181.2 | ||||
Other comprehensive income (loss) | 2.3 | ||||
Balance, common stock shares issued (in shares) at Dec. 31, 2018 | 253,200,000 | ||||
Ending balance at Dec. 31, 2018 | 5,161.1 | $ 2,657.5 | $ (601.8) | (17) | 3,122.4 |
Balance, common stock held in treasury (in shares) at Dec. 31, 2018 | 16,300,000 | ||||
Balance, common stock shares issued (in shares) at Jun. 30, 2018 | 253,200,000 | ||||
Beginning balance at Jun. 30, 2018 | 5,123.8 | $ 2,637.2 | $ (647.7) | (14.9) | 3,149.2 |
Balance, common stock held in treasury (in shares) at Jun. 30, 2018 | 17,700,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 96.3 | 96.3 | |||
Other comprehensive income (loss) | (1.8) | (1.8) | |||
Proceeds from sales of common stock through employee equity incentive plans (shares) | 900,000 | ||||
Proceeds from sales of common stock through employee equity incentive plans | 13.9 | $ 13.9 | |||
Restricted stock unit and stock appreciation right withholdings (shares) | (200,000) | ||||
Restricted stock unit and stock appreciation right withholdings | (20.1) | $ (20.1) | |||
Treasury stock used for new issuances (shares) | (700,000) | (700,000) | |||
Treasury stock used for new issuances | 0 | $ (22.3) | $ 22.3 | ||
Share-based compensation | 44 | $ 44 | |||
Cash dividend | (85.9) | (85.9) | |||
Balance, common stock shares issued (in shares) at Sep. 30, 2018 | 253,200,000 | ||||
Ending balance at Sep. 30, 2018 | 5,170.2 | $ 2,652.7 | $ (625.4) | (16.7) | 3,159.6 |
Balance, common stock held in treasury (in shares) at Sep. 30, 2018 | 17,000,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 49.2 | 49.2 | |||
Other comprehensive income (loss) | (0.3) | (0.3) | |||
Proceeds from sales of common stock through employee equity incentive plans (shares) | 1,000,000 | ||||
Proceeds from sales of common stock through employee equity incentive plans | 6.6 | $ 6.6 | |||
Restricted stock unit and stock appreciation right withholdings (shares) | (300,000) | ||||
Restricted stock unit and stock appreciation right withholdings | (20.1) | $ (20.1) | |||
Treasury stock used for new issuances (shares) | (700,000) | (700,000) | |||
Treasury stock used for new issuances | 0 | $ (23.6) | $ 23.6 | ||
Share-based compensation | 41.9 | $ 41.9 | |||
Cash dividend | (86.4) | (86.4) | |||
Balance, common stock shares issued (in shares) at Dec. 31, 2018 | 253,200,000 | ||||
Ending balance at Dec. 31, 2018 | $ 5,161.1 | $ 2,657.5 | $ (601.8) | (17) | 3,122.4 |
Balance, common stock held in treasury (in shares) at Dec. 31, 2018 | 16,300,000 | ||||
Balance, common stock shares issued (in shares) at Mar. 31, 2019 | 253,232,909 | 253,200,000 | |||
Beginning balance at Mar. 31, 2019 | $ 5,287.5 | $ 2,679.8 | $ (582.2) | (20.7) | 3,210.6 |
Balance, common stock held in treasury (in shares) at Mar. 31, 2019 | 15,643,408 | 15,600,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ 50.7 | 50.7 | |||
Other comprehensive income (loss) | (0.3) | (0.3) | |||
Proceeds from sales of common stock through employee equity incentive plans (shares) | 500,000 | ||||
Proceeds from sales of common stock through employee equity incentive plans | 7.3 | $ 7.3 | |||
Restricted stock unit and stock appreciation right withholdings (shares) | (100,000) | ||||
Restricted stock unit and stock appreciation right withholdings | (11.4) | $ (11.4) | |||
Treasury stock used for new issuances (shares) | (400,000) | (400,000) | |||
Treasury stock used for new issuances | 0 | $ (13.8) | $ 13.8 | ||
Share-based compensation | 41.6 | $ 41.6 | |||
Cash dividend | (87.1) | (87.1) | |||
Balance, common stock shares issued (in shares) at Jun. 30, 2019 | 253,200,000 | ||||
Ending balance at Jun. 30, 2019 | $ 5,288.3 | $ 2,703.5 | $ (568.4) | (22.3) | 3,175.5 |
Balance, common stock held in treasury (in shares) at Jun. 30, 2019 | 15,200,000 | ||||
Balance, common stock shares issued (in shares) at Mar. 31, 2019 | 253,232,909 | 253,200,000 | |||
Beginning balance at Mar. 31, 2019 | $ 5,287.5 | $ 2,679.8 | $ (582.2) | (20.7) | 3,210.6 |
Balance, common stock held in treasury (in shares) at Mar. 31, 2019 | 15,643,408 | 15,600,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ 470.7 | ||||
Other comprehensive income (loss) | $ 0 | 0 | |||
Balance, common stock shares issued (in shares) at Dec. 31, 2019 | 253,232,909 | 253,200,000 | |||
Ending balance at Dec. 31, 2019 | $ 5,616.6 | $ 2,738.9 | $ (520.8) | (22) | 3,420.5 |
Balance, common stock held in treasury (in shares) at Dec. 31, 2019 | 13,698,053 | 13,700,000 | |||
Balance, common stock shares issued (in shares) at Jun. 30, 2019 | 253,200,000 | ||||
Beginning balance at Jun. 30, 2019 | $ 5,288.3 | $ 2,703.5 | $ (568.4) | (22.3) | 3,175.5 |
Balance, common stock held in treasury (in shares) at Jun. 30, 2019 | 15,200,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 108.9 | 108.9 | |||
Other comprehensive income (loss) | 0 | ||||
Proceeds from sales of common stock through employee equity incentive plans (shares) | 900,000 | ||||
Proceeds from sales of common stock through employee equity incentive plans | 20.2 | $ 20.2 | |||
Restricted stock unit and stock appreciation right withholdings (shares) | (200,000) | ||||
Restricted stock unit and stock appreciation right withholdings | (15.2) | $ (15.2) | |||
Treasury stock used for new issuances (shares) | (700,000) | (700,000) | |||
Treasury stock used for new issuances | 0 | $ (23.2) | $ 23.2 | ||
Share-based compensation | 46.4 | $ 46.4 | |||
Cash dividend | (87.3) | (87.3) | |||
Balance, common stock shares issued (in shares) at Sep. 30, 2019 | 253,200,000 | ||||
Ending balance at Sep. 30, 2019 | 5,361.3 | $ 2,731.7 | $ (545.2) | (22.3) | 3,197.1 |
Balance, common stock held in treasury (in shares) at Sep. 30, 2019 | 14,500,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 311.1 | 311.1 | |||
Other comprehensive income (loss) | 0.3 | 0.3 | |||
Proceeds from sales of common stock through employee equity incentive plans (shares) | 1,000,000 | ||||
Proceeds from sales of common stock through employee equity incentive plans | 11.3 | $ 11.3 | |||
Restricted stock unit and stock appreciation right withholdings (shares) | (200,000) | ||||
Restricted stock unit and stock appreciation right withholdings | (23.6) | $ (23.6) | |||
Treasury stock used for new issuances (shares) | (800,000) | (800,000) | |||
Treasury stock used for new issuances | 0 | $ (24.4) | $ 24.4 | ||
Share-based compensation | 43.9 | $ 43.9 | |||
Cash dividend | $ (87.7) | (87.7) | |||
Balance, common stock shares issued (in shares) at Dec. 31, 2019 | 253,232,909 | 253,200,000 | |||
Ending balance at Dec. 31, 2019 | $ 5,616.6 | $ 2,738.9 | $ (520.8) | $ (22) | $ 3,420.5 |
Balance, common stock held in treasury (in shares) at Dec. 31, 2019 | 13,698,053 | 13,700,000 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Microchip Technology Incorporated and its majority-owned and controlled subsidiaries (the Company). All intercompany balances and transactions have been eliminated in consolidation. All dollar amounts in the financial statements and tables in these notes, except per share amounts, are stated in millions of U.S. dollars unless otherwise noted. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP), pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The information furnished herein reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods reported. Certain information and footnote disclosures normally included in audited consolidated financial statements have been condensed or omitted pursuant to such SEC rules and regulations. It is suggested that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2019 . As further discussed in Note 3 , on May 29, 2018, the Company completed its acquisition of Microsemi Corporation (Microsemi) and the Company's fiscal 2019 financial results include Microsemi's results beginning as of such acquisition date. The results of operations for the three and nine months ended December 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2020 |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements On April 1, 2019, the Company adopted Accounting Standards Codification Topic 842, Leases . This standard requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet and aligns many of the underlying principles of the new lessor model with those in Topic 606, Revenue from Contracts with Customers . Topic 842 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, with early adoption permitted. The Company adopted Topic 842 using the retrospective cumulative effect adjustment transition method by recording right-of-use assets of $124.6 million , accrued lease liabilities of $39.4 million and other long-term liabilities of $97.9 million . Under this method, periods prior to fiscal 2020 remain unchanged. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. See Note 9 for further information and disclosures related to the adoption of this standard. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This guidance provides an option to reclassify from accumulated other comprehensive income to retained earnings the stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (the “Act”). This ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted the standard and elected to reclassify the income tax effects of the Act from accumulated other comprehensive income to retained earnings effective April 1, 2019. The cumulative impact of adoption resulted in an immaterial change to retained earnings. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12- Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance enhances and simplifies various aspects of the income tax accounting standard ASC 740, including requirements related to hybrid tax regimes, the tax basis step-up in goodwill obtained in a transaction that is not a business combination, separate financial statements of entities not subject to tax, the intraperiod tax allocation exception to the incremental approach, ownership changes in investments, interim-period accounting for enacted changes in tax law, and the year-to-date loss limitation in interim-period tax accounting. The amendments are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements . In January 2017, the FASB issued ASU 2017-04- Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendment is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2019, and early adoption is permitted. The Company does not expect this standard to have an impact on its condensed consolidated financial statements . In June 2016, the FASB issued ASU 2016-13- Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. This standard requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which required waiting to recognize a loss until it is probable of having been incurred. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually and can include forecasted information. There are other provisions within the standard affecting how impairments of other financial assets may be recorded and presented, as well as expanded disclosures. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019, and permits early adoption, but not before December 15, 2018. The standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements . |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions Acquisition of Microsemi On May 29, 2018 , the Company completed its acquisition of Microsemi Corporation, a publicly traded company headquartered in Aliso Viejo, California. The Company paid an aggregate of approximately $8.19 billion in cash to the stockholders of Microsemi. The total consideration transferred in the acquisition, including approximately $53.9 million of non-cash consideration for the exchange of certain share-based payment awards of Microsemi for stock awards of the Company, was approximately $8.24 billion . In addition to the consideration transferred, the Company recognized in its consolidated financial statements $3.23 billion in liabilities of Microsemi consisting of debt, taxes payable and deferred, restructuring, and contingent and other liabilities of which $2.06 billion of existing debt was paid off. The Company financed the purchase price using approximately $8.10 billion of borrowings consisting of $3.10 billion under its amended and restated revolving line of credit (the "Revolving Credit Facility"), $3.00 billion of term loans ("Term Loan Facility") provided under the Company's amended and restated credit agreement (the "Credit Agreement"), and $2.00 billion in newly issued senior secured notes. The Company incurred $22.0 million in acquisition costs related to the acquisition. As a result of the acquisition, Microsemi became a wholly owned subsidiary of the Company. Microsemi offers a comprehensive portfolio of semiconductor and system solutions for aerospace and defense, communications, data center and industrial markets. The Company's primary reason for this acquisition was to expand the Company's range of solutions, products and capabilities by extending its served available market. The acquisition was accounted for under the acquisition method of accounting, with the Company identified as the acquirer, and the operating results of Microsemi have been included in the Company's consolidated financial statements as of the closing date of the acquisition. Under the acquisition method of accounting, the aggregate amount of consideration paid by the Company was allocated to Microsemi's net tangible assets and intangible assets based on their estimated fair values as of May 29, 2018 . The excess of the purchase price over the value of the net tangible assets and intangible assets was recorded to goodwill. The factors contributing to the recognition of goodwill were based upon the Company's conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. The goodwill has been allocated to the Company's semiconductor products reporting segment. None of the goodwill related to the Microsemi acquisition is deductible for tax purposes. The Company retained independent third-party appraisers to assist management in its valuation of the acquired assets and liabilities. The table below represents the allocation of the purchase price to the net assets acquired based on their estimated fair values, as well as the associated estimated useful lives of the acquired intangible assets (in millions). Assets acquired Cash and cash equivalents $ 340.0 Accounts receivable 215.6 Inventories 576.2 Other current assets 85.2 Property, plant and equipment 201.5 Goodwill 4,364.9 Purchased intangible assets 5,634.5 Long-term deferred tax assets 5.9 Other assets 53.3 Total assets acquired 11,477.1 Liabilities assumed Accounts payable (233.8 ) Other current liabilities (149.3 ) Long-term debt (2,056.9 ) Deferred tax liabilities (565.1 ) Long-term income tax payable (177.7 ) Other long-term liabilities (49.8 ) Total liabilities assumed (3,232.6 ) Purchase price allocated $ 8,244.5 Purchased Intangible Assets Weighted Average Useful Life May 29, 2018 (in years) (in millions) Core and developed technology 15 $ 4,569.1 In-process research and development — 847.1 Customer-related 12 200.2 Backlog 1 12.3 Other 4 5.8 Total purchased intangible assets $ 5,634.5 Purchased intangible assets include core and developed technology, in-process research and development, customer-related intangibles, acquisition-date backlog and other intangible assets. The estimated fair values of the core and developed technology and in-process research and development were determined based on the present value of the expected cash flows to be generated by the respective existing technology or future technology. The core and developed technology intangible assets are being amortized in a manner based on the expected cash flows used in the initial determination of fair value. In-process research and development is capitalized until such time as the related projects are completed or abandoned at which time the capitalized amounts will begin to be amortized or written off. Customer-related intangible assets consist of Microsemi's contractual relationships and customer loyalty related to its distributor and end-customer relationships. The fair values of the customer-related intangibles were determined using the distributor method, a form of the income approach based on distributor margin and expected attrition and revenue growth for Microsemi's existing customers as of the acquisition date. Customer relationships are being amortized in a manner based on the estimated cash flows associated with the existing customers and anticipated retention rates. Backlog relates to the value of orders not yet shipped by Microsemi at the acquisition date, and the fair values were determined based on the estimated profit associated with those orders. Backlog related assets have a one year useful life and are being amortized on a straight-line basis over that period. The total weighted average amortization period of intangible assets acquired as a result of the Microsemi transaction is 13 years . Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Thus, approximately $856.7 million was established as a net deferred tax liability for the future amortization of the intangible assets. |
Segment Information
Segment Information | 9 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company's reportable segments are semiconductor products and technology licensing. The Company does not allocate operating expenses, interest income, interest expense, other income or expense, or provision for or benefit from income taxes to these segments for internal reporting purposes, as the Company does not believe that allocating these expenses is beneficial in evaluating segment performance. Additionally, the Company does not allocate assets to segments for internal reporting purposes as it does not manage its segments by such metrics. The following table represents net sales and gross profit for each segment for the three and nine months ended December 31, 2019 (in millions): Three Months Ended Nine Months Ended December 31, 2019 December 31, 2019 Net Sales Gross Profit Net Sales Gross Profit Semiconductor products $ 1,257.0 $ 755.1 $ 3,875.6 $ 2,356.0 Technology licensing 30.4 30.4 72.2 72.2 Total $ 1,287.4 $ 785.5 $ 3,947.8 $ 2,428.2 The following table represents net sales and gross profit for each segment for the three and nine months ended December 31, 2018 (in millions): Three Months Ended Nine Months Ended December 31, 2018 December 31, 2018 Net Sales Gross Profit Net Sales Gross Profit Semiconductor products $ 1,331.3 $ 736.2 $ 3,911.4 $ 2,002.6 Technology licensing 43.4 43.4 108.3 108.3 Total $ 1,374.7 $ 779.6 $ 4,019.7 $ 2,110.9 |
Net Sales
Net Sales | 9 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Net Sales | Net Sales The following table represents the Company's net sales by product line (in millions): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Microcontrollers $ 685.8 $ 716.9 $ 2,091.8 $ 2,218.0 Analog, interface, mixed signal and timing products 363.3 396.6 1,143.6 1,147.7 Field-programmable gate array products 92.6 97.7 276.8 206.4 Licensing, memory and other 145.7 163.5 435.6 447.6 Total net sales $ 1,287.4 $ 1,374.7 $ 3,947.8 $ 4,019.7 The product lines listed above are included entirely in the Company's semiconductor product segment with the exception of the licensing, memory and other product line, which includes products from both the semiconductor product and technology licensing segments. The following table represents the Company's net sales by contract type (in millions). Three Months Ended Nine Months Ended 2019 2018 2019 2018 Distributors $ 638.8 $ 686.3 $ 1,970.0 $ 2,044.4 Direct customers 618.2 645.0 1,905.6 1,867.0 Licensees 30.4 43.4 72.2 108.3 Total net sales $ 1,287.4 $ 1,374.7 $ 3,947.8 $ 4,019.7 Distributors are customers that buy products with the intention of reselling them. Distributors generally have a distributor agreement with the Company to govern the terms of the relationship. Direct customers are non-distributor customers, which generally do not have a master sales agreement with the Company. The Company's direct customers primarily consist of original equipment manufacturers (OEMs) and, to a lesser extent, contract manufacturers. Licensees are customers of the Company's technology licensing segment, which include purchasers of intellectual property and customers that have licensing agreements to use the Company's SuperFlash® embedded flash and Smartbits® one time programmable NVM technologies. All of the contract types listed in the table above are included in the Company's semiconductor product segment with the exception of licensees, which is the technology licensing segment. Substantially all of the Company's net sales are recognized from contracts with customers. Semiconductor Product Segment For contracts related to the purchase of semiconductor products, the Company satisfies its performance obligation when control of the ordered product transfers to the customer. The timing of the transfer of control depends on the agreed upon shipping terms with the customer, but generally occurs upon shipment, which is when physical possession of the product has been transferred and legal title of the product transfers to the customer. Payment is generally due within 30 days of the ship date. Payment is generally collected after the Company satisfies its performance obligation, therefore contract liabilities are uncommon. Also, the Company usually does not record contract assets because the Company has an unconditional right to payment upon satisfaction of the performance obligation, and therefore, a receivable is more commonly recorded than a contract asset. Refer to Note 8 for the opening and closing balances of the Company's receivables. As contracts with customers generally have an expected duration of one year or less, the balance of open performance obligations as of period end that will be recognized as revenue subsequent to December 31, 2020 is immaterial. Generally, there is only a single performance obligation in the Company's contracts with customers for semiconductor products; as such, the entire transaction price is allocated to the single performance obligation and allocation of the transaction price to individual performance obligations is not necessary. The consideration received from customers is fixed, with the exception of consideration from certain distributors. Certain of the Company's distributors are granted price concessions and return rights, which result in variable consideration. The amount of revenue recognized for sales to these certain distributors is adjusted for estimates of the price concessions and return rights that are expected to be claimed. These estimates are based on the recent history of price concessions and stock rotations. Technology Licensing Segment The technology licensing segment includes sales and licensing of the Company's intellectual property. For contracts related to the sale of the Company's intellectual property, the Company satisfies its performance obligation and recognizes revenue when control of the intellectual property transfers to the customer. For contracts related to the licensing of the Company's technology, the Company satisfies its performance obligation and recognizes revenue as usage of the license occurs. The transaction price is fixed by the license agreement. Payment is collected after the Company satisfies its performance obligation, and therefore no contract liabilities are recorded. The Company does not record contract assets due to the fact that the Company has an unconditional right to payment upon satisfaction of the performance obligation, and therefore, the Company recognizes a receivable instead of a contract asset. Refer to Note 8 for the opening and closing balances of the Company's receivables. |
Special Charges (Income) and Ot
Special Charges (Income) and Other, Net | 9 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Special Charges (Income) and Other, Net | Special Charges (Income) and Other, Net The following table summarizes activity included in the " special charges (income) and other, net " caption on the Company's condensed consolidated statements of income (in millions): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Restructuring Employee separation costs $ 3.4 $ 3.3 $ 10.7 $ 60.5 Impairment charges 2.7 0.2 3.2 3.7 Contract exit costs 10.3 0.1 10.8 (2.9 ) Other 1.4 0.1 2.6 0.7 Legal contingencies — (5.0 ) 2.2 (5.0 ) Total $ 17.8 $ (1.3 ) $ 29.5 $ 57.0 The Company continuously evaluates its existing operations in an attempt to identify and realize cost savings opportunities and operational efficiencies. This same approach is applied to businesses that are acquired by the Company and often the operating models of acquired companies are not as efficient as the Company's operating model which enables the Company to realize significant savings and efficiencies. As a result, following an acquisition, the Company will from time to time incur restructuring expenses; however, the Company is often not able to estimate the timing or amount of such costs in advance of the period in which they occur. The primary reason for this is that the Company regularly reviews and evaluates each position, contract and expense against the Company's strategic objectives, long-term operating targets and other operational priorities. Decisions related to restructuring activities are made on a "rolling basis" during the course of the integration of an acquisition whereby department managers, executives and other leaders work together to evaluate each of these expenses and make recommendations. As a result of this approach, at the time of an acquisition, the Company is not able to estimate the future amount of expected employee separation or exit costs that it will incur in connection with its restructuring activities. During the three months ended December 31, 2019 , the Company incurred costs of $11.7 million associated with restructuring certain of its wafer fabrication operations and the Company estimates that it will incur less than $10.0 million within the next year for the remaining associated costs of these restructuring activities. The Company's other restructuring expenses during the nine months ended December 31, 2019 and December 31, 2018 were primarily related to the Company's most recent business acquisitions, and resulted from workforce, property and other operating expense rationalizations as well as combining product roadmaps and manufacturing operations. These expenses were for employee separation costs and intangible asset impairment charges. The impairment charges in fiscal 2019 were primarily recognized as a result of writing off intangible assets purchased from Microsemi prior to the close of the acquisition and other intangible assets that were impaired as a result of changes in the combined product roadmaps after the acquisition that affected the use and life of the assets. Additional costs will be incurred in the future as additional synergies or operational efficiencies are identified in connection with the Microsemi transaction or other previous acquisitions. The Company is not able to estimate the amount of other such future expenses at this time. All of the Company's restructuring activities occurred in its semiconductor products segment. The Company incurred $116.3 million in costs since the start of fiscal 2017 in connection with employee separation activities, of which $3.4 million and $10.7 million were incurred during the three and nine months ended December 31, 2019 , respectively, and $3.3 million and $60.5 million were incurred during the three and nine months ended December 31, 2018 , respectively. The Company could incur future expenses as additional synergies or operational efficiencies are identified. Beyond what is already accrued, the Company is not able to estimate future expenses, if any, to be incurred in employee separation costs. The Company has incurred $50.9 million in costs in connection with contract exit activities since the start of fiscal 2017 which includes expense of $10.3 million and $10.8 million for the three and nine months ended December 31, 2019 , respectively, compared to an expense of $0.1 million and income of $2.9 million for three and nine months ended December 31, 2018 , respectively. The following is a roll forward of accrued restructuring charges for the nine months ended December 31, 2019 (in millions): Restructuring Non-Restructuring Employee Separation Costs Exit Costs Exit Costs Total Balance at March 31, 2019 $ 12.9 $ 19.2 $ 15.7 $ 47.8 Charges 10.7 10.8 — 21.5 Payments (8.9 ) (4.3 ) (3.4 ) (16.6 ) Non-cash - Other (0.1 ) (0.6 ) 0.5 (0.2 ) Effect of adoption of ASC 842 — (12.5 ) — (12.5 ) Balance at December 31, 2019 $ 14.6 $ 12.6 $ 12.8 $ 40.0 Current $ 22.6 Non-current 17.4 Total $ 40.0 The liability for restructuring and other exit costs of $40.0 million is included in accrued liabilities and other long-term liabilities, on the Company's consolidated balance sheets as of December 31, 2019 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting rules for fair value clarify that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company utilizes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1- Observable inputs such as quoted prices in active markets; Level 2- Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3- Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amount of cash equivalents approximates fair value because their maturity is less than three months. Management believes the carrying amount of the equity and cost-method investments materially approximated fair value at December 31, 2019 based upon unobservable inputs. The fair values of these investments have been determined as Level 3 fair value measurements. The carrying amount of accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short-term maturity of the amounts and are considered Level 2 in the fair value hierarchy. The fair values of the Company's revolving credit facility and term loan facility are estimated using discounted cash flow analyses, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of the Company's revolving credit facility and term loan facility at December 31, 2019 approximated the carrying value excluding debt issuance costs and are considered Level 2 in the fair value hierarchy. The Company measures the fair value of its senior and junior subordinated convertible debt and senior secured notes for disclosure purposes. These fair values are based on observable market prices for this debt, which is traded in less active markets and are therefore classified as a Level 2 fair value measurement. The following table shows the carrying amounts and fair values of the Company's debt obligations as of December 31, 2019 and March 31, 2019 (in millions). December 31, March 31, 2019 2019 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Revolving Credit Facility $ 2,610.9 $ 2,624.5 $ 3,251.8 $ 3,266.5 Term Loan Facility $ 1,708.2 $ 1,723.5 $ 1,892.1 $ 1,911.5 2023 Senior Secured Notes $ 988.0 $ 1,058.8 $ 985.4 $ 1,020.1 2021 Senior Secured Notes $ 991.6 $ 1,022.5 $ 987.4 $ 1,008.1 2017 Senior Convertible Debt $ 1,537.7 $ 2,968.1 $ 1,493.6 $ 2,285.4 2015 Senior Convertible Debt $ 1,400.8 $ 3,710.8 $ 1,360.8 $ 2,810.6 2017 Junior Convertible Debt $ 343.3 $ 994.1 $ 335.9 $ 740.8 (1) The carrying amounts presented are net of debt discounts and debt issuance costs (see Note 12 Debt and Credit Facility for further information). |
Other Financial Statement Detai
Other Financial Statement Details | 9 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Financial Statement Details | Other Financial Statement Details Accounts Receivable Accounts receivable consists of the following (in millions): December 31, March 31, 2019 2019 Trade accounts receivable $ 799.3 $ 875.8 Other 11.5 6.8 Total accounts receivable, gross 810.8 882.6 Less allowance for doubtful accounts 3.3 2.0 Total accounts receivable, net $ 807.5 $ 880.6 Inventories The components of inventories consist of the following (in millions): December 31, March 31, 2019 2019 Raw materials $ 85.6 $ 74.5 Work in process 460.0 413.0 Finished goods 163.2 224.2 Total inventories $ 708.8 $ 711.7 Inventories are valued at the lower of cost and net realizable value using the first-in, first-out method. Inventory impairment charges establish a new cost basis for inventory and charges are not subsequently reversed to income even if circumstances later suggest that increased carrying amounts are recoverable. Property, Plant and Equipment Property, plant and equipment consists of the following (in millions): December 31, March 31, 2019 2019 Land $ 83.4 $ 83.4 Building and building improvements 657.6 647.6 Machinery and equipment 2,130.2 2,095.5 Projects in process 108.7 119.2 Total property, plant and equipment, gross 2,979.9 2,945.7 Less accumulated depreciation and amortization 2,070.2 1,949.0 Total property, plant and equipment, net $ 909.7 $ 996.7 Depreciation expense attributed to property, plant and equipment was $41.4 million and $127.1 million for the three and nine months ended December 31, 2019 , respectively, compared to $47.0 million and $132.2 million for the three and nine months ended December 31, 2018 , respectively. Accrued Liabilities Accrued liabilities consists of the following (in millions): December 31, March 31, 2019 2019 Accrued compensation and benefits $ 150.8 $ 133.2 Income taxes payable 10.8 46.9 Sales related reserves 303.7 366.9 Current portion of lease liabilities 42.9 — Accrued expenses and other liabilities 218.3 240.3 Total accrued liabilities $ 726.5 $ 787.3 |
Leases
Leases | 9 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases Effective April 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective approach. The Company elected the package of practical expedients permitted under the transition guidance with the new standard, which among other things, allows the Company to carry forward historical lease classification. The Company elected to apply the short-term measurement and recognition exemption in which right-of-use (“ROU”) assets and lease liabilities are not recognized for short-term leases. Adoption of this standard resulted in recording of net operating lease ROU assets and corresponding operating lease liabilities of $124.6 million and $137.3 million , respectively. The net ROU asset includes the effect of reclassifying a portion of facilities-related restructuring reserves as an offset in accordance with the transition guidance. The standard did not materially affect the condensed consolidated statements of income and had no impact on the condensed consolidated statements of cash flows. The Company determines if an arrangement is a lease at its inception. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. As the Company's leases generally do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Lease expense for these leases is recognized on a straight-line basis over the lease term. Operating lease arrangements are comprised primarily of real estate and equipment agreements for which the ROU assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued liabilities or other long-term liabilities in the condensed consolidated balance sheets. There are certain immaterial finance leases recorded in the condensed consolidated balance sheets. The Company has elected to account for the lease and non-lease components as a single lease component. The details of the Company's operating leases are as follows (in millions): Three Months Ended Nine Months Ended 2019 2019 Operating lease expense $ 12.2 $ 36.7 Variable lease expense 2.6 8.1 Short-term lease expense 2.5 7.3 Total lease expense $ 17.3 $ 52.1 The Company's leases are included as a component of the following balance sheet lines (in millions): December 31, 2019 Other assets: Right-of-use assets $ 135.7 Total lease assets $ 135.7 Accrued liabilities: Current portion of lease liabilities $ 42.9 Other long-term liabilities: Non-current portion of lease liabilities 111.0 Total lease liabilities $ 153.9 The following table presents the maturities of lease liabilities as of December 31, 2019 (in millions): Fiscal year ending March 31, Operating Leases Remainder of 2020 $ 14.7 2021 45.6 2022 40.4 2023 22.8 2024 14.9 Thereafter 29.9 Total lease payments $ 168.3 Less: Imputed lease interests 14.4 Total lease liabilities $ 153.9 The following table represents future minimum lease obligations under non-cancelable operating leases as of March 31, 2019 (in millions): Fiscal year ending March 31, Operating Leases 2020 $ 49.0 2021 38.2 2022 30.3 2023 18.0 2024 9.1 Thereafter 22.6 Total $ 167.2 The Company's weighted-average remaining lease-term and weighted-average discount rate are as follows (in millions): As of December 31, 2019 Weighted average remaining lease-term 4.5 Weighted average discount rate 4.6 % |
Leases | Leases Effective April 1, 2019, the Company adopted the new lease accounting standard using the modified retrospective approach. The Company elected the package of practical expedients permitted under the transition guidance with the new standard, which among other things, allows the Company to carry forward historical lease classification. The Company elected to apply the short-term measurement and recognition exemption in which right-of-use (“ROU”) assets and lease liabilities are not recognized for short-term leases. Adoption of this standard resulted in recording of net operating lease ROU assets and corresponding operating lease liabilities of $124.6 million and $137.3 million , respectively. The net ROU asset includes the effect of reclassifying a portion of facilities-related restructuring reserves as an offset in accordance with the transition guidance. The standard did not materially affect the condensed consolidated statements of income and had no impact on the condensed consolidated statements of cash flows. The Company determines if an arrangement is a lease at its inception. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. As the Company's leases generally do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Lease expense for these leases is recognized on a straight-line basis over the lease term. Operating lease arrangements are comprised primarily of real estate and equipment agreements for which the ROU assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued liabilities or other long-term liabilities in the condensed consolidated balance sheets. There are certain immaterial finance leases recorded in the condensed consolidated balance sheets. The Company has elected to account for the lease and non-lease components as a single lease component. The details of the Company's operating leases are as follows (in millions): Three Months Ended Nine Months Ended 2019 2019 Operating lease expense $ 12.2 $ 36.7 Variable lease expense 2.6 8.1 Short-term lease expense 2.5 7.3 Total lease expense $ 17.3 $ 52.1 The Company's leases are included as a component of the following balance sheet lines (in millions): December 31, 2019 Other assets: Right-of-use assets $ 135.7 Total lease assets $ 135.7 Accrued liabilities: Current portion of lease liabilities $ 42.9 Other long-term liabilities: Non-current portion of lease liabilities 111.0 Total lease liabilities $ 153.9 The following table presents the maturities of lease liabilities as of December 31, 2019 (in millions): Fiscal year ending March 31, Operating Leases Remainder of 2020 $ 14.7 2021 45.6 2022 40.4 2023 22.8 2024 14.9 Thereafter 29.9 Total lease payments $ 168.3 Less: Imputed lease interests 14.4 Total lease liabilities $ 153.9 The following table represents future minimum lease obligations under non-cancelable operating leases as of March 31, 2019 (in millions): Fiscal year ending March 31, Operating Leases 2020 $ 49.0 2021 38.2 2022 30.3 2023 18.0 2024 9.1 Thereafter 22.6 Total $ 167.2 The Company's weighted-average remaining lease-term and weighted-average discount rate are as follows (in millions): As of December 31, 2019 Weighted average remaining lease-term 4.5 Weighted average discount rate 4.6 % |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets consist of the following (in millions): December 31, 2019 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 7,345.0 $ (1,733.8 ) $ 5,611.2 Customer-related 916.7 (651.7 ) 265.0 In-process research and development 8.8 — 8.8 Distribution rights and other 90.6 (36.1 ) 54.5 Total $ 8,361.1 $ (2,421.6 ) $ 5,939.5 March 31, 2019 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 7,339.2 $ (1,102.2 ) $ 6,237.0 Customer-related 917.1 (544.0 ) 373.1 In-process research and development 7.7 — 7.7 Distribution rights and other 81.4 (13.6 ) 67.8 Total $ 8,345.4 $ (1,659.8 ) $ 6,685.6 The following is an expected amortization schedule for the intangible assets for remainder of fiscal 2020 through fiscal 2024 , absent any future acquisitions or impairment charges (in millions): Fiscal Year Ending March 31, Projected Amortization Expense 2020 $ 259.0 2021 $ 972.9 2022 $ 902.2 2023 $ 708.4 2024 $ 616.3 The Company amortizes intangible assets over their expected useful lives, which range between 1 and 15 years. Amortization expense attributed to intangible assets are assigned to cost of sales and operating expenses as follows (in millions): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Amortization expense charged to cost of sales $ 2.5 $ 1.8 $ 7.1 $ 4.9 Amortization expense charged to operating expense 256.1 195.1 770.5 500.6 Total amortization expense $ 258.6 $ 196.9 $ 777.6 $ 505.5 The Company recognized impairment charges of $0.5 million in the nine months ended December 31, 2019 , compared to $3.1 million in the nine months ended December 31, 2018 . The impairment charges in the nine months ended December 31, 2018 were recognized as a result of writing off intangible assets purchased from Microsemi prior to the close of the acquisition and as a result of changes in the combined product roadmaps after the acquisition that affected the use and life of these assets. There were no impairment charges in the three months ended December 31, 2019 and December 31, 2018 . Goodwill activity for the nine months ended December 31, 2019 was as follows (amounts in millions): Semiconductor Products Reporting Unit Technology Licensing Reporting Unit Balance at March 31, 2019 $ 6,644.7 $ 19.2 Additions 0.9 — Balance at December 31, 2019 $ 6,645.6 $ 19.2 At March 31, 2019, the Company applied a qualitative goodwill impairment test to its two reporting units, concluding it was not more likely than not that goodwill was impaired. Through December 31, 2019 , the Company has never recorded an impairment charge against its goodwill balance. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company accounts for incomes taxes in accordance with ASC 740. The provision or benefit for income taxes is attributable to U.S. federal, state, and foreign income taxes. The Company’s effective tax rate used for interim periods is based on an estimated annual effective tax rate including the tax effect of items required to be recorded discretely in the interim periods in which those items occur. The Company’s effective tax rates for the nine months ended December 31, 2019 and December 31, 2018 were not meaningful due to the amount of pre-tax income, and income tax benefits recorded during the period. The Company's effective tax rates for the three and nine months ended December 31, 2019 were lower compared to the prior year primarily due to significant non-recurring discrete benefits related to releases of uncertain tax positions primarily due to statute lapses, non-recurring benefits associated with restructuring activities, and Microsemi integration matters. The Company's effective tax rate for the nine months ended December 31, 2019 includes a $337.0 million tax benefit related to the intra-group transfer of certain intellectual property rights, which reduced the Company's effective tax rate for the nine months ended December 31, 2019 by 322.2% . The Company's effective tax rate is different than the statutory rates in the U.S. due to foreign income taxed at different rates than the U.S., changes in uncertain tax benefit positions, changes to valuation allowances, generation of tax credits, and the impact of the Global Intangible Low-Taxed Income ("GILTI") tax in the United States. In addition, the Company has numerous tax holidays it receives related to its Thailand manufacturing operations based on its investment in property, plant and equipment in Thailand. The Company's tax holiday periods in Thailand expire at various times in the future. Microsemi was previously granted a tax holiday in Malaysia, which expired in December 2019. The Company does not expect the expiration to have a significant impact on its financial statements. The material components of foreign income taxed at a rate lower than the U.S. are earnings accrued in Thailand, Malta and Ireland. The Company files U.S. federal, U.S. state, and foreign income tax returns. For U.S. federal, and in general for U.S. state tax returns, the fiscal 2007 and later tax years remain open for examination by tax authorities. For foreign tax returns, the Company is generally no longer subject to income tax examinations for years prior to fiscal 2007. The Company records benefits for uncertain tax positions based on an assessment of whether it is more likely than not that the tax positions will be sustained based on their technical merits under currently enacted law. If this threshold is not met, no tax benefit of the uncertain tax position is recognized. If this threshold is met, the Company recognizes the largest amount of the tax benefit that is more likely than not to be realized upon ultimate settlement. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter. The Company believes it maintains appropriate reserves to offset any potential income tax liabilities that may arise upon final resolution of matters for open tax years. If such reserve amounts ultimately prove to be unnecessary, the resulting reversal of such reserves could result in tax benefits being recorded in the period the reserves are no longer deemed necessary. If such amounts prove to be less than an ultimate assessment, a future charge to expense would be recorded in the period in which the assessment is determined. |
Debt and Credit Facility
Debt and Credit Facility | 9 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facility | Debt and Credit Facility Debt obligations included in the condensed consolidated balance sheets consisted of the following (in millions): Coupon Interest Rate Effective Interest Rate Fair Value of Liability Component at Issuance (1) December 31, 2019 March 31, 2019 Senior Secured Indebtedness Revolving Credit Facility $ 2,624.5 $ 3,266.5 Term Loan Facility 1,723.5 1,911.5 2023 Notes, maturing June 1, 2023 ("2023 Notes") 4.333% 4.7% 1,000.0 1,000.0 2021 Notes, maturing June 1, 2021 ("2021 Notes") 3.922% 4.5% 1,000.0 1,000.0 Total Senior Secured Indebtedness 6,348.0 7,178.0 Senior Subordinated Convertible Debt - Principal Outstanding 2017 Senior Convertible Debt, maturing February 15, 2027 ("2017 Senior Convertible Debt") 1.625% 6.0% $1,396.3 2,070.0 2,070.0 2015 Senior Convertible Debt, maturing February 15, 2025 ("2015 Senior Convertible Debt") 1.625% 5.9% $1,160.1 1,725.0 1,725.0 Junior Subordinated Convertible Debt - Principal Outstanding 2017 Junior Convertible Debt, maturing February 15, 2037 ("2017 Junior Convertible Debt") 2.250% 7.4% $321.1 686.3 686.3 Total Convertible Debt 4,481.3 4,481.3 Gross long-term debt including current maturities 10,829.3 11,659.3 Less: Debt discount (2) (1,177.9 ) (1,268.7 ) Less: Debt issuance costs (3) (70.9 ) (83.6 ) Net long-term debt including current maturities 9,580.5 10,307.0 Less: Current maturities (4) (1,400.8 ) (1,360.8 ) Net long-term debt $ 8,179.7 $ 8,946.2 (1) As each of the convertible debt instruments may be settled in cash upon conversion, for accounting purposes, they were bifurcated into a liability component and an equity component, which are both initially recorded at fair value. The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance. The resulting debt discount is being amortized to interest expense at the respective effective interest rate over the contractual term of the debt. (2) The unamortized discount consists of the following (in millions): December 31, March 31, 2019 2019 2023 Notes $ (3.7 ) $ (4.4 ) 2021 Notes (2.6 ) (3.8 ) 2017 Senior Convertible Debt (518.9 ) (561.9 ) 2015 Senior Convertible Debt (312.8 ) (351.4 ) 2017 Junior Convertible Debt (339.9 ) (347.2 ) Total unamortized discount $ (1,177.9 ) $ (1,268.7 ) (3) Debt issuance costs consist of the following (in millions): December 31, March 31, 2019 2019 Revolving Credit Facility $ (13.6 ) $ (14.7 ) Term Loan Facility (15.3 ) (19.4 ) 2023 Notes (8.3 ) (10.2 ) 2021 Notes (5.8 ) (8.8 ) 2017 Senior Convertible Debt (13.4 ) (14.5 ) 2015 Senior Convertible Debt (11.4 ) (12.8 ) 2017 Junior Convertible Debt (3.1 ) (3.2 ) Total debt issuance costs $ (70.9 ) $ (83.6 ) (4) Current maturities consist of the liability component of the 2015 Senior Convertible Debt as the debentures were convertible as of December 31, 2019 and March 31, 2019 . Expected maturities relating to the Company’s long-term debt as of December 31, 2019 are as follows (in millions): Fiscal year ending March 31, Expected Maturities 2020 $ — 2021 — 2022 1,000.0 2023 — 2024 3,624.5 Thereafter 6,204.8 Total $ 10,829.3 Ranking of Convertible Debt - The Senior Subordinated Convertible Debt and Junior Subordinated Convertible Debt (collectively, the Convertible Debt) are unsecured obligations which are subordinated in right of payment to the amounts outstanding under the Company's Credit Facility and Senior Secured Notes (as defined below). The Junior Subordinated Convertible Debt is expressly subordinated in right of payment to any existing and future senior debt of the Company (including the Credit Facility, the Senior Secured Notes, and the Senior Subordinated Convertible Debt) and is structurally subordinated in right of payment to the liabilities of the Company's subsidiaries. The Senior Subordinated Convertible Debt is subordinated to the Credit Facility and the Senior Secured Notes; ranks senior to the Company's indebtedness that is expressly subordinated in right of payment to it, including the Junior Subordinated Convertible Debt; ranks equal in right of payment to any of the Company's unsubordinated indebtedness that does not provide that it is senior to the Senior Subordinated Convertible Debt; ranks junior in right of payment to any of the Company's secured, unsubordinated indebtedness to the extent of the value of the assets securing such indebtedness; and is structurally subordinated to all indebtedness and other liabilities of the Company's subsidiaries. Summary of Conversion Features - Each series of Convertible Debt is convertible, subject to certain conditions, into cash, shares of the Company's common stock or a combination thereof, at the Company's election, at specified Conversion Rates (see table below), adjusted for certain events including the declaration of cash dividends. Except during the three-month period immediately preceding the maturity date of the applicable series of Convertible Debt, each series of Convertible Debt is convertible only upon the occurrence of (1) such time as the closing price of the Company's common stock exceeds the Conversion Price (see table below) by 130% for 20 days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter or (2) during the 5 business day period after any 10 consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day or (3) upon the occurrence of certain corporate events specified in the indenture of such series of Convertible Debt. In addition, for each series, if at the time of conversion the applicable price of the Company's common stock exceeds the applicable Conversion Price at such time, the applicable Conversion Rate will be increased by up to an additional maximum incremental shares rate, as determined pursuant to a formula specified in the indenture for the applicable series of Convertible Debt, and as adjusted for cash dividends paid since the issuance of such series of Convertible Debt. However, in no event will the applicable Conversion Rate exceed the applicable Maximum Conversion Rate specified in the indenture for the applicable series of Convertible Debt (see table below). The following table sets forth the applicable Conversion Rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable Incremental Share Factors and Maximum Conversion Rates as adjusted for dividends paid since the applicable issuance date: Dividend adjusted rates as of December 31, 2019 Conversion Rate Approximate Conversion Price Incremental Share Factor Maximum Conversion Rate 2017 Senior Convertible Debt (1) 10.4213 $ 95.96 5.2106 14.8503 2015 Senior Convertible Debt (1) 16.2513 $ 61.53 8.1256 22.7517 2017 Junior Convertible Debt (1) 10.6074 $ 94.27 5.3038 14.8503 (1) As of December 31, 2019 , the 2017 Senior Convertible Debt and the 2017 Junior Convertible Debt were not convertible. As of December 31, 2019 , the holders of the 2015 Senior Convertible Debt have the right to convert their debentures between January 1, 2020 and March 31, 2020 because the Company's common stock price has exceeded the Conversion Price by 130% for the specified period of time during the quarter ended December 31, 2019 . If a holder of 2015 Senior Convertible Debt converted their debentures on October 1, 2019 , the adjusted Conversion Rate would be increased to 18.9958 to include an additional maximum incremental share rate per the terms of the indenture. As of December 31, 2019 , the 2017 Senior Convertible Debt , 2015 Senior Convertible Debt and 2017 Junior Convertible Debt had a value if converted above par of $283.5 million , $1.82 billion and $114.1 million , respectively. The Company may not redeem any series of Convertible Debt prior to the relevant maturity date and no sinking fund is provided for any series of Convertible Debt. Upon the occurrence of a fundamental change as defined in the applicable indenture of such series of Convertible Debt, holders of such series may require the Company to purchase all or a portion of their Convertible Debt for cash at a price equal to 100% of the principal amount plus any accrued and unpaid interest. Interest expense consists of the following (in millions): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Debt issuance amortization $ 3.3 $ 3.6 $ 9.9 $ 9.4 Debt discount amortization 0.7 0.7 2.1 1.5 Interest expense 64.1 84.2 217.7 210.1 Total interest expense on Senior Secured Indebtedness 68.1 88.5 229.7 221.0 Debt issuance amortization 1.0 0.9 2.9 2.7 Debt discount amortization 30.0 28.3 88.8 83.7 Coupon interest expense 19.3 19.3 57.9 57.8 Total interest expense on Convertible Debt 50.3 48.5 149.6 144.2 Other interest expense 1.3 0.6 2.6 1.5 Total interest expense $ 119.7 $ 137.6 $ 381.9 $ 366.7 The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 7.1 years , 5.1 years , and 17.1 years for the 2017 Senior Convertible Debt , 2015 Senior Convertible Debt and 2017 Junior Convertible Debt , respectively. Senior Secured Notes In May 2018, the Company issued $1.00 billion aggregate principal amount of 3.922% Senior Secured Notes due 2021 (the “2021 Notes”) and $1.00 billion aggregate principal amount of 4.333% Senior Secured Notes due 2023 (the “2023 Notes”, and together with the 2021 Notes, the "Senior Secured Notes") to qualified institutional buyers in a Rule 144A offering. In connection with the issuance of these instruments, the Company incurred issuance costs of $24.4 million and recorded a debt discount of $10.5 million for fees deducted from the proceeds, which will both be amortized using the effective interest method over the term of the debt. The 2021 Notes mature on June 1, 2021 and the 2023 Notes mature on June 1, 2023. Interest on the 2021 Notes accrues at a rate of 3.922% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2018. Interest on the 2023 Notes accrues at a rate of 4.333% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2018. The Company may, at its option, redeem some or all of the 2021 Notes prior to June 1, 2021 at a price equal to the greater of (a) 100% of the principal amount of the 2021 Notes redeemed or (b) the sum of the present value of all remaining scheduled payments of principal and interest (discounted in accordance with the indenture for the 2021 Notes) that would have been due on the redeemed 2021 Notes, in each case, plus accrued and unpaid interest to, but excluding, the redemption date. The Company may, at its option, redeem some or all of the 2023 Notes, (i) if prior to May 1, 2023 (one month prior to the maturity date of the 2023 Notes), at a price equal to the greater of (a) 100% of the principal amount of the 2023 Notes redeemed or (b) the sum of the present value of all remaining scheduled payments of principal and interest (discounted in accordance with the indenture for the 2023 Notes) that would have been due on the redeemed 2023 Notes, in each case, plus accrued and unpaid interest to, but excluding, the redemption date, and (ii) if on or after May 1, 2023 (one month prior to maturity of the 2023 Notes), at a redemption price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company experiences a specified change of control triggering event, the Company must offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The Notes are guaranteed by certain of the Company's subsidiaries (each such guarantee, a “Note Guarantee”) that have also guaranteed the obligations under the Company's Credit Facility and under the Term Loan Facility (the Term Loan Facility together with the Credit Facility, the “Senior Credit Facilities”) that was entered into in connection with the financing of the Microsemi acquisition. The Notes and the Note Guarantees are secured, on a pari passu first lien basis with the Senior Credit Facilities, by substantially all of the tangible and intangible assets (other than certain excluded assets) of the Company and the guarantors that secure obligations under the Senior Credit Facilities, in each case subject to certain thresholds, exceptions and permitted liens, as set forth in the indenture for the Senior Secured Notes and the Security Agreement, dated May 29, 2018, by and among the Company, the subsidiary guarantors party thereto and the Collateral Agent (the "Security Agreement"). Credit Facility In September 2019, the Company amended the Company's Credit Agreement to, among other things, reduce the margin added to the interest rate on revolving loans under the Credit Agreement to 0.0% to 0.75% for base rate loans and 1.0% to 1.75% for the LIBOR rate loans, in each case determined based on the Company's senior leverage ratio. The amendment also allows the Company the option to refinance the term loans or revolving loans under the Credit Agreement up to a certain dollar limit and the option to factor receivables and certain related assets as further explained below. The amendment reduced the commitments for the Revolving Credit Facility thereunder to $3.57 billion from $3.60 billion at June 30, 2019. In connection with the amendment of the Credit Agreement, the Company incurred issuance costs of $1.75 million , which will be amortized using the effective interest method over the term of the debt. The Credit Agreement provides for a revolving loan facility in an aggregate principal amount of approximately $3.57 billion , with a $250.0 million foreign currency sublimit, a $50.0 million letter of credit sublimit and a $25.0 million swingline loan sublimit. The Credit Agreement consists of approximately $3.57 billion of revolving loan commitments that terminate on May 18, 2023 (the "2023 Maturity Date"). The $244.3 million of revolving loan commitments that would have terminated on February 4, 2020 were canceled in the fiscal year ended March 31, 2019. The Revolving Loans bear interest, at the Company’s option, at the base rate plus a spread of 0.00% to 0.75% or an adjusted LIBOR rate (based on one, two, three or six-month interest periods) plus a spread of 1.00% to 1.75% , in each case with such spread being determined based on the consolidated senior leverage ratio for the preceding four fiscal quarter period. The Credit Agreement permits the Company to engage in replacement financing in an aggregate principal amount not to exceed $2.0 billion incurred or issued to effect a refinancing or replacement of the initial Term Loans or payoff of other indebtedness and may have a maturity date that is at least three years after the date of incurrence or issuance of such replacement financing. The Credit Agreement allows the Company the sale, transfer or assignment of securitization assets in connection with qualified factoring transactions to the borrower or any subsidiary in an aggregate face amount that does not exceed an outstanding amount of $600 million at any time. The Credit Agreement permits the Company to add one or more incremental term loan facilities (in addition to the loans under the Term Loan Facility) and/or increase the commitments under the Revolving Credit Facility from time to time, subject, in each case, to the receipt of additional commitments from existing and/or new lenders and pro forma compliance with a consolidated senior leverage ratio set forth in the Credit Agreement. The Company's obligations under the Credit Agreement are guaranteed by certain of its subsidiaries meeting materiality thresholds set forth in the Credit Agreement. To secure the Company's obligations under the Credit Agreement and the subsidiary guarantors’ obligations under the guarantees, the Company and each of the subsidiary guarantors has granted a security interest in substantially all its assets subject to certain exceptions and limitations. In May 2018, the Company borrowed $3.0 billion aggregate principal amount of loans under the Term Loan Facility ("Term Loans"). In connection with such borrowings, the Company incurred issuance costs of $34.7 million which will be amortized using the effective interest method over the term of the debt. The Credit Agreement provides for quarterly amortization payments of the Term Loans on the last business day of each March, June, September and December, commencing with the last business day of the first full fiscal quarter to occur after the Microsemi acquisition effective date, equal to 0.25% of the aggregate original principal amount of the Term Loans. In addition, the Credit Agreement requires mandatory prepayments of the Term Loans from the incurrence of debt not otherwise permitted to be incurred under the Credit Agreement, certain asset sales and certain excess cash flow. Mandatory prepayments with excess cash flow (as defined in the Credit Agreement) are required to be made beginning with the Company’s fiscal year ending March 31, 2020 in an amount equal to 50% , 25% or 0% of the excess cash flow for such fiscal year, depending on the Company’s senior leverage ratio. The Company may prepay the Term Loans at any time without premium or penalty. Term Loans repaid or prepaid may not be reborrowed. The Company voluntarily prepaid $188.0 million of principal under the Term Loan Facility in the nine months ended December 31, 2019 , which resulted in a loss on settlement of debt of approximately $1.9 million consisting of unamortized financing fees. During fiscal 2019 , the Company voluntarily prepaid $1.09 billion of principal under the Term Loan Facility of which $500.0 million was from funds borrowed under its Revolving Credit Facility, and such transactions resulted in a loss on settlement of debt of approximately $11.5 million consisting of unamortized financing fees. Interest is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of an interest period (or at each three-month interval in the case of loans with interest periods greater than three months) in the case of loans bearing interest at the adjusted LIBOR rate. Principal, together with all accrued and unpaid interest, is due and payable on the 2023 Maturity Date in the case of revolving loans under the Credit Agreement and May 29, 2025 in the case of the Term Loans. The Company pays a quarterly commitment fee on the available but unused portion of the Revolving Credit Facility which is calculated on the average daily available balance during the period. The Company may prepay the loans and terminate the commitments, in whole or in part, at any time without premium or penalty, subject to certain conditions including minimum amounts in the case of commitment reductions and reimbursement of certain costs in the case of prepayments of LIBOR loans. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, incur subsidiary indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into certain transactions with affiliates, pay dividends or make distributions, repurchase stock, enter into restrictive agreements and enter into sale and leaseback transactions, in each case subject to customary exceptions for a credit facility of this size and type. The Company is also required to maintain compliance with a senior leverage ratio, a total leverage ratio and an interest coverage ratio, all measured quarterly and calculated on a consolidated basis. At December 31, 2019 , the Company was in compliance with these financial covenants. The financial covenants include limits on the Company's consolidated total leverage ratio and senior leverage ratio. The maximum Total Leverage Ratio (capitalized terms not otherwise defined in this Form 10-Q have the meaning of the defined terms in the applicable agreements), measured quarterly, cannot exceed (a) 6.75 to 1.00 for any such period ended on or after the Microsemi Acquisition Closing Date to (but excluding) the first anniversary of the Microsemi Acquisition Closing Date, (b) 6.25 to 1.00 for any such period ended on or after the first anniversary of the Microsemi Acquisition Closing Date to (but excluding) the second anniversary of the Microsemi Acquisition Closing Date to (but excluding) the second anniversary or the Microsemi Acquisition Closing Date and (c) 5.75 to 1.00 for any such period ended on or after the second anniversary of the Microsemi Acquisition Closing Date. The total leverage ratio is calculated as Consolidated Total Indebtedness, excluding the Junior Convertible Debt up to a $700 million maximum, to Consolidated EBIDTA for a period of four consecutive quarters. The Credit Agreement also requires that the Senior Leverage Ratio, measured quarterly, not exceed (a) 4.75 to 1.00 for any such period ended from (and including) the Microsemi Acquisition Closing Date to (but excluding) the first anniversary of the Microsemi Acquisition Closing Date, (b) 4.25 to 1.00 for any such period ended on or after the first anniversary of the Microsemi Acquisition Closing Date to (but excluding) the second anniversary of the Microsemi Acquisition Closing Date and (c) 3.75 to 1.00 for any such period ended on or after the second anniversary of the Microsemi Acquisition Closing Date. The senior leverage ratio is calculated as Consolidated Senior Indebtedness to Consolidated EBIDTA for four consecutive quarters. The Company is also required to comply with a Minimum Interest Coverage Ratio of at least 3.25 to 1.00 for any period ended on or after the Microsemi Acquisition Closing Date, measured quarterly. The Credit Agreement includes customary events of default that include, among other things, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults and a change of control default. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Revolving Credit Facility at a per annum rate equal to 2.00% above the applicable interest rate for any overdue principal and 2.00% above the rate applicable for base rate loans for any other overdue amounts. |
Contingencies
Contingencies | 9 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In the ordinary course of the Company's business, it is exposed to various liabilities as a result of contracts, product liability, customer claims, governmental investigations and other matters. Additionally, the Company is involved in a limited number of legal actions, both as plaintiff and defendant. Consequently, the Company could incur uninsured liability in any of those actions. The Company also periodically receives notifications from various third parties alleging infringement of patents or other intellectual property rights, or from customers requesting reimbursement for various costs. With respect to pending legal actions to which the Company is a party and other claims, although the outcomes are generally not determinable, the Company believes that the ultimate resolution of these matters will not have a material adverse effect on its financial position, cash flows or results of operations. Litigation, governmental investigations and disputes relating to the semiconductor industry are not uncommon, and the Company is, from time to time, subject to such litigation, governmental investigations and disputes. As a result, no assurances can be given with respect to the extent or outcome of any such litigation, governmental investigations or disputes in the future. In connection with its acquisition of Microsemi, which closed on May 29, 2018, the Company became involved with the following legal matters: Federal Shareholder Class Action Litigation . Beginning on September 14, 2018, the Company and certain of its officers were named in two putative shareholder class action lawsuits filed in the United States District Court for the District of Arizona, captioned Jackson v. Microchip Technology Inc., et al., Case No. 2:18-cv-02914-JJT and Maknissian v. Microchip Technology Inc., et al., Case No. 2:18-cv-02924-JJT. On November 13, 2018, the Maknissian complaint was voluntarily dismissed. The Jackson complaint is allegedly brought on behalf of a putative class of purchasers of Microchip common stock between March 2, 2018 and August 9, 2018. The complaint asserts claims for alleged violations of the federal securities laws and generally alleges that the defendants issued materially false and misleading statements and failed to disclose material adverse facts about the Company’s business, operations, and prospects during the putative class period. The complaint seeks, among other things, compensatory damages and attorneys’ fees and costs on behalf of the putative class. On December 11, 2018, the Court issued an order appointing the lead plaintiff. An amended complaint was filed on February 22, 2019. Defendants filed a motion to dismiss the amended complaint on April 1, 2019. Federal Derivative Litigation. On December 17, 2018, a shareholder derivative lawsuit was filed against certain of the Company’s officers and directors in the United States District Court for the District of Arizona, captioned Kistenmacher v. Sanghi, et al., Case No. 18-cv-04720. The Company was named as a nominal defendant. The complaint generally alleged that defendants breached their fiduciary duties by, among other things, making or causing the Company to make false and misleading statements and omissions regarding the Microsemi acquisition, the Company’s business, operations, and prospects, and a purported failure to maintain internal controls. The complaint further alleged that certain defendants engaged in insider trading. The complaint asserted causes of action for alleged violations of Section 14(a) of the Securities Exchange Act, breach of fiduciary duties, and unjust enrichment and sought unspecified monetary damages, corporate governance reforms, restitution, and attorneys’ fees and costs. Defendants filed motions to dismiss on July 23, 2019. On September 13, 2019, the court granted the parties' stipulation of voluntary dismissal dismissing the case without prejudice. State Derivative Litigation. On January 22, 2019, a shareholder derivative lawsuit was filed against certain of the Company’s officers and directors in the Superior Court of Arizona for Maricopa County, captioned Reid v. Sanghi, et al., Case No. CV2019-002389. The Company is named as a nominal defendant. The complaint generally alleges that defendants breached their fiduciary duties by, among other things, purportedly failing to conduct adequate due diligence regarding Microsemi prior to its acquisition, misrepresenting the Company’s business prospects and health, and engaging in improper practices, and further alleges that certain defendants engaged in insider trading. The complaint asserts causes of action for breach of fiduciary duty, waste, and unjust enrichment and seeks unspecified monetary damages, corporate governance reforms, equitable and/or injunctive relief, restitution, and attorneys’ fees and costs. This case was stayed on May 23, 2019 to allow the Federal Derivative Litigation to address certain overlapping issues. Following the dismissal of the Federal Derivative Litigation, on October 1, 2019, the court granted the parties' joint request for a temporary stay. On January 30, 2020, the court lifted the temporary stay. An amended complaint is due to be filed by February 28, 2020. Peterson, et al. v. Sanghi, et al . On October 9, 2018, four former officers of Microsemi Corporation filed a lawsuit in the Superior Court of California in Orange County against the Company, Steve Sanghi, Eric Bjornholt, Ganesh Moorthy and Mitch Little asserting claims for slander per se, libel per se, trade libel, and violations of California Business and Professions Code Section 17200 ("UCL"). Among other things, the plaintiffs in this matter allege that statements the Microchip executives made about excess shipments of products by Microsemi into the distribution channel were defamatory and that Microchip executives, including Mr. Sanghi, made false statements about Microsemi's shipments of products into the distribution channel, about certain Microsemi business practices and about the relative strength of the financial results of Microchip and Microsemi for the June 2018 quarter. On November 8, 2018, defendants removed the action to the United States District Court for the Central District of California, Case No. 18-cv-02000-JLS. Defendants moved to dismiss, and, following the Court's ruling, Plaintiffs filed an amended complaint that dropped the trade libel and UCL claims. The plaintiffs are seeking compensatory damages in excess of $100 million , punitive damages in excess of $300 million , as well as injunctive relief, and attorneys' fees and costs. Discovery has begun, and the Court has set a Final Pretrial Conference date of June 19, 2020. Governmental Investigations. The Department of Justice and the Securities and Exchange Commission are investigating matters relating to the Company's acquisition of Microsemi. The Company believes that the investigations relate to distribution channel issues and business practices at Microsemi and the allegations made by the plaintiffs in the Peterson v. Sanghi lawsuit described above. As a result of its acquisition of Atmel, which closed April 4, 2016, the Company became involved with the following legal matters: Continental Claim ICC Arbitration. On December 29, 2016, Continental Automotive GmbH ("Continental") filed a Request for Arbitration with the ICC, naming as respondents the Company's subsidiaries Atmel Corporation, Atmel SARL, Atmel Global Sales Ltd., and Atmel Automotive GmbH (collectively, "Atmel"). The Request alleges that a quality issue affecting Continental airbag control units in certain recalled vehicles stems from allegedly defective Atmel application specific integrated circuits ("ASICs"). Continental seeks to recover from Atmel all related costs and damages incurred as a result of the vehicle manufacturers’ airbag control unit-related recalls, currently alleged to be $204 million . The Company's Atmel subsidiaries intend to defend this action vigorously. Southern District of New York Action by LFoundry Rousset ("LFR") and LFR Employees . On March 4, 2014, LFR and Jean-Yves Guerrini, individually and on behalf of a putative class of LFR employees, filed an action in the United States District Court for the Southern District of New York (the "District Court") against the Company's Atmel subsidiary, French subsidiary, Atmel Rousset S.A.S. ("Atmel Rousset"), and LFoundry GmbH ("LF"), LFR's German parent. The case purports to relate to Atmel Rousset's June 2010 sale of its wafer manufacturing facility in Rousset, France to LF, and LFR's subsequent insolvency, and later liquidation, more than three years later. The District Court dismissed the case on August 21, 2015, and the United States Court of Appeals for the Second Circuit affirmed the dismissal on June 27, 2016. On July 25, 2016, the plaintiffs filed a notice of appeal from the District Court's June 27, 2016 denial of their motion for relief from the dismissal judgment. On May 19, 2017, the United States Court of Appeals for the Second Circuit affirmed the June 27, 2016 order dismissing the case. Individual Labor Actions by former LFR Employees . In June 2010, Atmel Rousset sold its wafer manufacturing business in Rousset, France to LFoundry GmbH ("LF"), the German parent of LFoundry Rousset ("LFR"). LFR then leased the Atmel Rousset facility to conduct the manufacture of wafers. More than three years later, LFR became insolvent and later liquidated. In the wake of LFR's insolvency and liquidation, over 500 former employees of LFR have filed individual labor actions against Atmel Rousset in a French labor court. The Company's Atmel Rousset subsidiary believes that each of these actions is entirely devoid of merit, and, further, that any assertion by any of the Claimants of a co-employment relationship with the Atmel Rousset subsidiary is based substantially on the same specious arguments that the Paris Commercial Court summarily rejected in 2014 in related proceedings. The Company's Atmel Rousset subsidiary therefore intends to defend vigorously against each of these claims. Additionally, complaints have been filed in a regional court in France on behalf of the same group of employees against Microchip Technology Rousset, Atmel Switzerland Sarl, Atmel Corporation and Microchip Technology Incorporated alleging that the sale of the Atmel Rousset production unit to LF was fraudulent and should be voided. Furthermore, new claims have been filed in a regional court in France on behalf of a subset of this same group of employees against Microchip Technology Incorporated and Atmel Corporation. These claims are specious and the defendant entities therefore intend to defend vigorously against these claims. The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has been or will be incurred, the Company accrues for all probable and reasonably estimable losses. Where the Company can reasonably estimate a range of losses it may incur regarding such a matter, the Company records an accrual for the amount within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, the Company uses the amount that is the low end of such range. As of December 31, 2019 , the Company's estimate of the aggregate potential liability that is possible but not probable is approximately $100 million in excess of amounts accrued. The Company's technology license agreements generally include an indemnification clause that indemnifies the licensee against liability and damages (including legal defense costs) arising from any claims of patent, copyright, trademark or trade secret infringement by the Company's proprietary technology. The terms of these indemnification provisions approximate the terms of the outgoing technology license agreements, which are typically perpetual unless terminated by either party for breach. The possible amount of future payments the Company could be required to make based on agreements that specify indemnification limits, if such indemnifications were required on all of these agreements, is approximately $166.8 million . There are some licensing agreements in place that do not specify indemnification limits. As of December 31, 2019 , the Company had not recorded any liabilities related to these indemnification obligations and the Company believes that any amounts that it may be required to pay under these agreements in the future will not have a material adverse effect on its financial position, cash flows or results of operations. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Freestanding Derivative Forward Contracts The Company has international operations and is thus subject to foreign currency rate fluctuations. Approximately 99 % of the Company's sales are U.S. Dollar denominated. However, a significant amount of the Company's expenses and liabilities are denominated in foreign currencies and subject to foreign currency rate fluctuations. To help manage the risk of changes in foreign currency rates, the Company periodically enters into derivative contracts comprised of foreign currency forward contracts to hedge its asset and liability foreign currency exposure and a portion of its foreign currency operating expenses. Foreign exchange rate fluctuations after the effects of hedging activity resulted in net losses of $2.6 million and $2.9 million for the three and nine months ended December 31, 2019 , respectively, compared to net losses of $1.9 million and $6.3 million for the three and nine months ended December 31, 2018 , respectively. The Company had no foreign currency forward contracts outstanding as of December 31, 2019 and March 31, 2019 . The Company recognized an immaterial amount of net losses and gains on foreign currency forward contracts in each of the three and nine months ended December 31, 2019 and 2018 . Gains and losses from changes in the fair value of these foreign currency forward contracts and foreign currency exchange rate fluctuations are credited or charged to other loss, net . The Company does not apply hedge accounting to its foreign currency derivative instruments. Commodity Price Risk The Company is exposed to fluctuations in prices for energy that it consumes, particularly electricity and natural gas. The Company also enters into variable-priced contracts for some purchases of electricity and natural gas, on an index basis. The Company seeks, or may seek, to partially mitigate these exposures through fixed-price contracts. These contracts meet the characteristics of derivative instruments, but generally qualify for the "normal purchases or normal sales" exception under authoritative guidance and require no mark-to-market adjustment. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table presents the changes in the components of accumulated other comprehensive loss (AOCI), net of tax, for the nine months ended December 31, 2019 (in millions): Unrealized holding gains (losses) debt securities Defined benefit pension plans Foreign Currency Total Accumulated other comprehensive income (loss) at March 31, 2019 $ 0.2 $ (6.2 ) $ (14.7 ) $ (20.7 ) Impact of change in accounting principle (0.2 ) (1.1 ) — (1.3 ) Opening Balance as of April 1, 2019 — (7.3 ) (14.7 ) (22.0 ) Other comprehensive income (loss) before reclassifications — 0.1 (0.7 ) (0.6 ) Amounts reclassified from accumulated other comprehensive income (loss) — 0.6 — 0.6 Net other comprehensive income (loss) — 0.7 (0.7 ) — Accumulated other comprehensive loss at December 31, 2019 $ — $ (6.6 ) $ (15.4 ) $ (22.0 ) The table below details where reclassifications of realized transactions out of AOCI are recorded on the condensed consolidated statements of income (in millions): Three Months Ended Nine Months Ended December 31, December 31, Description of AOCI Component Related Statements of Income Line 2019 2018 2019 2018 Unrealized losses on available-for-sale debt securities Other loss, net $ — $ — $ — $ (5.6 ) Amortization of actuarial loss Other loss, net (0.2 ) (0.3 ) (0.6 ) (0.8 ) Reclassification of realized transactions, net of taxes Net income $ (0.2 ) $ (0.3 ) $ (0.6 ) $ (6.4 ) |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Share-Based Compensation Expense The following table presents the details of the Company's share-based compensation expense (in millions): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Cost of sales (1) $ 5.7 $ 3.4 $ 15.8 $ 10.9 Research and development 21.2 19.4 63.0 53.2 Selling, general and administrative 16.6 16.6 50.7 46.1 Special charges (income) and other, net — 0.2 — 17.3 Pre-tax effect of share-based compensation 43.5 39.6 129.5 127.5 Income tax benefit 9.2 8.2 28.2 27.3 Net income effect of share-based compensation $ 34.3 $ 31.4 $ 101.3 $ 100.2 (1) During the three and nine months ended December 31, 2019 , $5.1 million and $15.4 million , respectively, of share-based compensation expense was capitalized to inventory, and $5.7 million and $15.8 million , respectively, of previously capitalized share-based compensation expense in inventory was sold. During the three and nine months ended December 31, 2018 , $4.7 million and $12.6 million , respectively, of share-based compensation expense was capitalized to inventory and $3.4 million and $10.9 million , respectively, of previously capitalized share-based compensation expense in inventory was sold. Microsemi Acquisition-related Equity Awards In connection with its acquisition of Microsemi on May 29, 2018, the Company assumed certain restricted stock units (RSUs), stock appreciation rights (SARs), and stock options granted by Microsemi. The assumed awards were measured at the acquisition date based on the estimated fair value, which was a total of $175.4 million . A portion of that fair value, $53.9 million, which represented the pre-acquisition vested service provided by employees to Microsemi, was included in the total consideration transferred as part of the acquisition. As of the acquisition date, the remaining portion of the fair value of those awards was $121.5 million , representing post-acquisition share-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods. During the nine months ended December 31, 2018 , the Company recognized $53.5 million of share-based compensation expense in connection with the acquisition of Microsemi, of which $2.6 million was capitalized into inventory and $17.3 million was due to the accelerated vesting of outstanding equity awards upon termination of certain Microsemi employees. |
Net Income Per Common Share
Net Income Per Common Share | 9 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Share | Net Income Per Common Share The following table sets forth the computation of basic and diluted net income per common share (in millions, except per share amounts): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Net income $ 311.1 $ 49.2 $ 470.7 $ 181.2 Basic weighted average common shares outstanding 239.2 236.7 238.5 235.9 Dilutive effect of stock options and RSUs 3.4 3.3 3.5 3.8 Dilutive effect of 2015 Senior Convertible Debt 15.2 4.6 13.6 9.8 Dilutive effect of 2017 Senior Convertible Debt 0.3 — 0.1 — Dilutive effect of 2017 Junior Convertible Debt 0.2 — 0.1 — Diluted weighted average common shares outstanding 258.3 244.6 255.8 249.5 Basic net income per common share $ 1.30 $ 0.21 $ 1.97 $ 0.77 Diluted net income per common share $ 1.20 $ 0.20 $ 1.84 $ 0.73 The Company computed basic net income per common share based on the weighted average number of common shares outstanding during the period. The Company computed diluted net income per common share based on the weighted average number of common shares outstanding plus potentially dilutive common shares outstanding during the period. Potentially dilutive common shares from employee equity incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding RSUs. Weighted average common shares exclude the effect of option shares which are not dilutive. There were no anti-dilutive option shares for each of the three and nine months ended December 31, 2019 and 2018 . Diluted weighted average common shares outstanding for the three and nine months ended December 31, 2019 includes 15.2 million shares and 13.6 million shares, respectively, compared to 4.6 million shares and 9.8 million shares, respectively, for the three and nine months ended December 31, 2018 issuable upon the exchange of the Company's 2015 Senior Convertible Debt. Diluted weighted average common shares outstanding for the three and nine months ended December 31, 2019 includes 0.3 million shares and 0.1 million shares, respectively, issuable upon the exchange of the Company's 2017 Senior Convertible Debt. Diluted weighted average common shares outstanding for the three and nine months ended December 31, 2019 includes 0.2 million shares and 0.1 million shares, respectively, issuable upon the exchange of the Company's 2017 Junior Convertible Debt. There were no shares issuable upon the exchange of the Company's 2017 Senior Convertible Debt or the Company's 2017 Junior Convertible Debt for the three and nine months ended December 31, 2018 . The convertible debt has no impact on diluted net income per common share unless the average price of the Company's common stock exceeds the conversion price because the Company intends to settle the principal amount of the debentures in cash upon conversion. Prior to conversion, the Company will include, in the diluted net income per common share calculation, the effect of the additional shares that may be issued when the Company's common stock price exceeds the conversion price using the treasury stock method. The following is the weighted average conversion price per share used in calculating the dilutive effect (See Note 12 for details on the convertible debt): Three Months Ended Nine Months Ended 2019 2018 2019 2018 2015 Senior Convertible Debt $ 61.67 $ 62.72 $ 61.92 $ 63.00 2017 Senior Convertible Debt $ 96.16 $ 97.81 $ 96.56 $ 98.25 2017 Junior Convertible Debt $ 94.48 $ 96.10 $ 94.87 $ 96.53 |
Stock Repurchase Activity
Stock Repurchase Activity | 9 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stock Repurchase Activity | Stock Repurchase Activity In January 2016, the Company's Board of Directors authorized an increase to the existing share repurchase program to 15.0 million shares of common stock. There were no repurchases of common stock during the three and nine months ended December 31, 2019 . There is no expiration date associated with this repurchase program. As of December 31, 2019 , approximately 13.7 million shares remained as treasury shares with the balance of the shares being used to fund share issuance requirements under the Company's equity incentive plans. |
Dividends
Dividends | 9 Months Ended |
Dec. 31, 2019 | |
Dividends [Abstract] | |
Dividends | Dividends A quarterly cash dividend of $0.3665 per share was paid on December 5, 2019 in the aggregate amount of $87.7 million . A quarterly cash dividend of $0.3670 per share was declared on February 4, 2020 and will be paid on March 6, 2020 to stockholders of record as of February 21, 2020 . The Company expects the March 2020 payment of its quarterly cash dividend to be approximately $88.0 million |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Policies) | 9 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements On April 1, 2019, the Company adopted Accounting Standards Codification Topic 842, Leases . This standard requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet and aligns many of the underlying principles of the new lessor model with those in Topic 606, Revenue from Contracts with Customers . Topic 842 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, with early adoption permitted. The Company adopted Topic 842 using the retrospective cumulative effect adjustment transition method by recording right-of-use assets of $124.6 million , accrued lease liabilities of $39.4 million and other long-term liabilities of $97.9 million . Under this method, periods prior to fiscal 2020 remain unchanged. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. See Note 9 for further information and disclosures related to the adoption of this standard. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This guidance provides an option to reclassify from accumulated other comprehensive income to retained earnings the stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (the “Act”). This ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted the standard and elected to reclassify the income tax effects of the Act from accumulated other comprehensive income to retained earnings effective April 1, 2019. The cumulative impact of adoption resulted in an immaterial change to retained earnings. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12- Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance enhances and simplifies various aspects of the income tax accounting standard ASC 740, including requirements related to hybrid tax regimes, the tax basis step-up in goodwill obtained in a transaction that is not a business combination, separate financial statements of entities not subject to tax, the intraperiod tax allocation exception to the incremental approach, ownership changes in investments, interim-period accounting for enacted changes in tax law, and the year-to-date loss limitation in interim-period tax accounting. The amendments are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements . In January 2017, the FASB issued ASU 2017-04- Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendment is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2019, and early adoption is permitted. The Company does not expect this standard to have an impact on its condensed consolidated financial statements . In June 2016, the FASB issued ASU 2016-13- Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. This standard requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which required waiting to recognize a loss until it is probable of having been incurred. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually and can include forecasted information. There are other provisions within the standard affecting how impairments of other financial assets may be recorded and presented, as well as expanded disclosures. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019, and permits early adoption, but not before December 15, 2018. The standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements . |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below represents the allocation of the purchase price to the net assets acquired based on their estimated fair values, as well as the associated estimated useful lives of the acquired intangible assets (in millions). Assets acquired Cash and cash equivalents $ 340.0 Accounts receivable 215.6 Inventories 576.2 Other current assets 85.2 Property, plant and equipment 201.5 Goodwill 4,364.9 Purchased intangible assets 5,634.5 Long-term deferred tax assets 5.9 Other assets 53.3 Total assets acquired 11,477.1 Liabilities assumed Accounts payable (233.8 ) Other current liabilities (149.3 ) Long-term debt (2,056.9 ) Deferred tax liabilities (565.1 ) Long-term income tax payable (177.7 ) Other long-term liabilities (49.8 ) Total liabilities assumed (3,232.6 ) Purchase price allocated $ 8,244.5 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Purchased Intangible Assets Weighted Average Useful Life May 29, 2018 (in years) (in millions) Core and developed technology 15 $ 4,569.1 In-process research and development — 847.1 Customer-related 12 200.2 Backlog 1 12.3 Other 4 5.8 Total purchased intangible assets $ 5,634.5 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of net sales for each segment | The following table represents net sales and gross profit for each segment for the three and nine months ended December 31, 2019 (in millions): Three Months Ended Nine Months Ended December 31, 2019 December 31, 2019 Net Sales Gross Profit Net Sales Gross Profit Semiconductor products $ 1,257.0 $ 755.1 $ 3,875.6 $ 2,356.0 Technology licensing 30.4 30.4 72.2 72.2 Total $ 1,287.4 $ 785.5 $ 3,947.8 $ 2,428.2 The following table represents net sales and gross profit for each segment for the three and nine months ended December 31, 2018 (in millions): Three Months Ended Nine Months Ended December 31, 2018 December 31, 2018 Net Sales Gross Profit Net Sales Gross Profit Semiconductor products $ 1,331.3 $ 736.2 $ 3,911.4 $ 2,002.6 Technology licensing 43.4 43.4 108.3 108.3 Total $ 1,374.7 $ 779.6 $ 4,019.7 $ 2,110.9 |
Net Sales (Tables)
Net Sales (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table represents the Company's net sales by contract type (in millions). Three Months Ended Nine Months Ended 2019 2018 2019 2018 Distributors $ 638.8 $ 686.3 $ 1,970.0 $ 2,044.4 Direct customers 618.2 645.0 1,905.6 1,867.0 Licensees 30.4 43.4 72.2 108.3 Total net sales $ 1,287.4 $ 1,374.7 $ 3,947.8 $ 4,019.7 The following table represents the Company's net sales by product line (in millions): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Microcontrollers $ 685.8 $ 716.9 $ 2,091.8 $ 2,218.0 Analog, interface, mixed signal and timing products 363.3 396.6 1,143.6 1,147.7 Field-programmable gate array products 92.6 97.7 276.8 206.4 Licensing, memory and other 145.7 163.5 435.6 447.6 Total net sales $ 1,287.4 $ 1,374.7 $ 3,947.8 $ 4,019.7 |
Special Charges (Income) and _2
Special Charges (Income) and Other, Net (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Restructuring and Related Costs | The following table summarizes activity included in the " special charges (income) and other, net " caption on the Company's condensed consolidated statements of income (in millions): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Restructuring Employee separation costs $ 3.4 $ 3.3 $ 10.7 $ 60.5 Impairment charges 2.7 0.2 3.2 3.7 Contract exit costs 10.3 0.1 10.8 (2.9 ) Other 1.4 0.1 2.6 0.7 Legal contingencies — (5.0 ) 2.2 (5.0 ) Total $ 17.8 $ (1.3 ) $ 29.5 $ 57.0 |
Roll Forward of Accrued Restructuring Charges | The following is a roll forward of accrued restructuring charges for the nine months ended December 31, 2019 (in millions): Restructuring Non-Restructuring Employee Separation Costs Exit Costs Exit Costs Total Balance at March 31, 2019 $ 12.9 $ 19.2 $ 15.7 $ 47.8 Charges 10.7 10.8 — 21.5 Payments (8.9 ) (4.3 ) (3.4 ) (16.6 ) Non-cash - Other (0.1 ) (0.6 ) 0.5 (0.2 ) Effect of adoption of ASC 842 — (12.5 ) — (12.5 ) Balance at December 31, 2019 $ 14.6 $ 12.6 $ 12.8 $ 40.0 Current $ 22.6 Non-current 17.4 Total $ 40.0 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Carrying Amount and Fair Values | The following table shows the carrying amounts and fair values of the Company's debt obligations as of December 31, 2019 and March 31, 2019 (in millions). December 31, March 31, 2019 2019 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Revolving Credit Facility $ 2,610.9 $ 2,624.5 $ 3,251.8 $ 3,266.5 Term Loan Facility $ 1,708.2 $ 1,723.5 $ 1,892.1 $ 1,911.5 2023 Senior Secured Notes $ 988.0 $ 1,058.8 $ 985.4 $ 1,020.1 2021 Senior Secured Notes $ 991.6 $ 1,022.5 $ 987.4 $ 1,008.1 2017 Senior Convertible Debt $ 1,537.7 $ 2,968.1 $ 1,493.6 $ 2,285.4 2015 Senior Convertible Debt $ 1,400.8 $ 3,710.8 $ 1,360.8 $ 2,810.6 2017 Junior Convertible Debt $ 343.3 $ 994.1 $ 335.9 $ 740.8 (1) The carrying amounts presented are net of debt discounts and debt issuance costs (see Note 12 Debt and Credit Facility for further information). |
Other Financial Statement Det_2
Other Financial Statement Details (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Accounts Receivable | Accounts receivable consists of the following (in millions): December 31, March 31, 2019 2019 Trade accounts receivable $ 799.3 $ 875.8 Other 11.5 6.8 Total accounts receivable, gross 810.8 882.6 Less allowance for doubtful accounts 3.3 2.0 Total accounts receivable, net $ 807.5 $ 880.6 |
Summary of Inventory | The components of inventories consist of the following (in millions): December 31, March 31, 2019 2019 Raw materials $ 85.6 $ 74.5 Work in process 460.0 413.0 Finished goods 163.2 224.2 Total inventories $ 708.8 $ 711.7 |
Summary of Property, Plant and Equipment | Property, plant and equipment consists of the following (in millions): December 31, March 31, 2019 2019 Land $ 83.4 $ 83.4 Building and building improvements 657.6 647.6 Machinery and equipment 2,130.2 2,095.5 Projects in process 108.7 119.2 Total property, plant and equipment, gross 2,979.9 2,945.7 Less accumulated depreciation and amortization 2,070.2 1,949.0 Total property, plant and equipment, net $ 909.7 $ 996.7 |
Summary of Accrued Liabilities | Accrued liabilities consists of the following (in millions): December 31, March 31, 2019 2019 Accrued compensation and benefits $ 150.8 $ 133.2 Income taxes payable 10.8 46.9 Sales related reserves 303.7 366.9 Current portion of lease liabilities 42.9 — Accrued expenses and other liabilities 218.3 240.3 Total accrued liabilities $ 726.5 $ 787.3 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating Lease Expense | The Company's weighted-average remaining lease-term and weighted-average discount rate are as follows (in millions): As of December 31, 2019 Weighted average remaining lease-term 4.5 Weighted average discount rate 4.6 % The details of the Company's operating leases are as follows (in millions): Three Months Ended Nine Months Ended 2019 2019 Operating lease expense $ 12.2 $ 36.7 Variable lease expense 2.6 8.1 Short-term lease expense 2.5 7.3 Total lease expense $ 17.3 $ 52.1 |
Leases Included as a Component of Balance Sheet | The Company's leases are included as a component of the following balance sheet lines (in millions): December 31, 2019 Other assets: Right-of-use assets $ 135.7 Total lease assets $ 135.7 Accrued liabilities: Current portion of lease liabilities $ 42.9 Other long-term liabilities: Non-current portion of lease liabilities 111.0 Total lease liabilities $ 153.9 |
Schedule of Operating Lease Liability Maturities | The following table presents the maturities of lease liabilities as of December 31, 2019 (in millions): Fiscal year ending March 31, Operating Leases Remainder of 2020 $ 14.7 2021 45.6 2022 40.4 2023 22.8 2024 14.9 Thereafter 29.9 Total lease payments $ 168.3 Less: Imputed lease interests 14.4 Total lease liabilities $ 153.9 The following table represents future minimum lease obligations under non-cancelable operating leases as of March 31, 2019 (in millions): Fiscal year ending March 31, Operating Leases 2020 $ 49.0 2021 38.2 2022 30.3 2023 18.0 2024 9.1 Thereafter 22.6 Total $ 167.2 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following (in millions): December 31, 2019 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 7,345.0 $ (1,733.8 ) $ 5,611.2 Customer-related 916.7 (651.7 ) 265.0 In-process research and development 8.8 — 8.8 Distribution rights and other 90.6 (36.1 ) 54.5 Total $ 8,361.1 $ (2,421.6 ) $ 5,939.5 March 31, 2019 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 7,339.2 $ (1,102.2 ) $ 6,237.0 Customer-related 917.1 (544.0 ) 373.1 In-process research and development 7.7 — 7.7 Distribution rights and other 81.4 (13.6 ) 67.8 Total $ 8,345.4 $ (1,659.8 ) $ 6,685.6 |
Schedule of Intangible Assets | Intangible assets consist of the following (in millions): December 31, 2019 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 7,345.0 $ (1,733.8 ) $ 5,611.2 Customer-related 916.7 (651.7 ) 265.0 In-process research and development 8.8 — 8.8 Distribution rights and other 90.6 (36.1 ) 54.5 Total $ 8,361.1 $ (2,421.6 ) $ 5,939.5 March 31, 2019 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 7,339.2 $ (1,102.2 ) $ 6,237.0 Customer-related 917.1 (544.0 ) 373.1 In-process research and development 7.7 — 7.7 Distribution rights and other 81.4 (13.6 ) 67.8 Total $ 8,345.4 $ (1,659.8 ) $ 6,685.6 |
Schedule of Projected Amortization Expense | The following is an expected amortization schedule for the intangible assets for remainder of fiscal 2020 through fiscal 2024 , absent any future acquisitions or impairment charges (in millions): Fiscal Year Ending March 31, Projected Amortization Expense 2020 $ 259.0 2021 $ 972.9 2022 $ 902.2 2023 $ 708.4 2024 $ 616.3 |
Schedule of Amortization Expense by Intangible Asset Class | Amortization expense attributed to intangible assets are assigned to cost of sales and operating expenses as follows (in millions): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Amortization expense charged to cost of sales $ 2.5 $ 1.8 $ 7.1 $ 4.9 Amortization expense charged to operating expense 256.1 195.1 770.5 500.6 Total amortization expense $ 258.6 $ 196.9 $ 777.6 $ 505.5 |
Schedule of Goodwill Activity | Goodwill activity for the nine months ended December 31, 2019 was as follows (amounts in millions): Semiconductor Products Reporting Unit Technology Licensing Reporting Unit Balance at March 31, 2019 $ 6,644.7 $ 19.2 Additions 0.9 — Balance at December 31, 2019 $ 6,645.6 $ 19.2 |
Debt and Credit Facility (Table
Debt and Credit Facility (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Debt obligations included in the condensed consolidated balance sheets consisted of the following (in millions): Coupon Interest Rate Effective Interest Rate Fair Value of Liability Component at Issuance (1) December 31, 2019 March 31, 2019 Senior Secured Indebtedness Revolving Credit Facility $ 2,624.5 $ 3,266.5 Term Loan Facility 1,723.5 1,911.5 2023 Notes, maturing June 1, 2023 ("2023 Notes") 4.333% 4.7% 1,000.0 1,000.0 2021 Notes, maturing June 1, 2021 ("2021 Notes") 3.922% 4.5% 1,000.0 1,000.0 Total Senior Secured Indebtedness 6,348.0 7,178.0 Senior Subordinated Convertible Debt - Principal Outstanding 2017 Senior Convertible Debt, maturing February 15, 2027 ("2017 Senior Convertible Debt") 1.625% 6.0% $1,396.3 2,070.0 2,070.0 2015 Senior Convertible Debt, maturing February 15, 2025 ("2015 Senior Convertible Debt") 1.625% 5.9% $1,160.1 1,725.0 1,725.0 Junior Subordinated Convertible Debt - Principal Outstanding 2017 Junior Convertible Debt, maturing February 15, 2037 ("2017 Junior Convertible Debt") 2.250% 7.4% $321.1 686.3 686.3 Total Convertible Debt 4,481.3 4,481.3 Gross long-term debt including current maturities 10,829.3 11,659.3 Less: Debt discount (2) (1,177.9 ) (1,268.7 ) Less: Debt issuance costs (3) (70.9 ) (83.6 ) Net long-term debt including current maturities 9,580.5 10,307.0 Less: Current maturities (4) (1,400.8 ) (1,360.8 ) Net long-term debt $ 8,179.7 $ 8,946.2 (1) As each of the convertible debt instruments may be settled in cash upon conversion, for accounting purposes, they were bifurcated into a liability component and an equity component, which are both initially recorded at fair value. The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance. The resulting debt discount is being amortized to interest expense at the respective effective interest rate over the contractual term of the debt. (2) The unamortized discount consists of the following (in millions): December 31, March 31, 2019 2019 2023 Notes $ (3.7 ) $ (4.4 ) 2021 Notes (2.6 ) (3.8 ) 2017 Senior Convertible Debt (518.9 ) (561.9 ) 2015 Senior Convertible Debt (312.8 ) (351.4 ) 2017 Junior Convertible Debt (339.9 ) (347.2 ) Total unamortized discount $ (1,177.9 ) $ (1,268.7 ) (3) Debt issuance costs consist of the following (in millions): December 31, March 31, 2019 2019 Revolving Credit Facility $ (13.6 ) $ (14.7 ) Term Loan Facility (15.3 ) (19.4 ) 2023 Notes (8.3 ) (10.2 ) 2021 Notes (5.8 ) (8.8 ) 2017 Senior Convertible Debt (13.4 ) (14.5 ) 2015 Senior Convertible Debt (11.4 ) (12.8 ) 2017 Junior Convertible Debt (3.1 ) (3.2 ) Total debt issuance costs $ (70.9 ) $ (83.6 ) (4) Current maturities consist of the liability component of the 2015 Senior Convertible Debt as the debentures were convertible as of December 31, 2019 and March 31, 2019 . |
Schedule of Maturities of Long-term Debt | Expected maturities relating to the Company’s long-term debt as of December 31, 2019 are as follows (in millions): Fiscal year ending March 31, Expected Maturities 2020 $ — 2021 — 2022 1,000.0 2023 — 2024 3,624.5 Thereafter 6,204.8 Total $ 10,829.3 |
Convertible Debt | The following table sets forth the applicable Conversion Rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable Incremental Share Factors and Maximum Conversion Rates as adjusted for dividends paid since the applicable issuance date: Dividend adjusted rates as of December 31, 2019 Conversion Rate Approximate Conversion Price Incremental Share Factor Maximum Conversion Rate 2017 Senior Convertible Debt (1) 10.4213 $ 95.96 5.2106 14.8503 2015 Senior Convertible Debt (1) 16.2513 $ 61.53 8.1256 22.7517 2017 Junior Convertible Debt (1) 10.6074 $ 94.27 5.3038 14.8503 (1) As of December 31, 2019 , the 2017 Senior Convertible Debt and the 2017 Junior Convertible Debt were not convertible. As of December 31, 2019 , the holders of the 2015 Senior Convertible Debt have the right to convert their debentures between January 1, 2020 and March 31, 2020 because the Company's common stock price has exceeded the Conversion Price by 130% for the specified period of time during the quarter ended December 31, 2019 . If a holder of 2015 Senior Convertible Debt converted their debentures on October 1, 2019 , the adjusted Conversion Rate would be increased to 18.9958 to include an additional maximum incremental share rate per the terms of the indenture. As of December 31, 2019 , the 2017 Senior Convertible Debt , 2015 Senior Convertible Debt and 2017 Junior Convertible Debt had a value if converted above par of $283.5 million , $1.82 billion and $114.1 million , respectively. |
Schedule of Interest Expense | Interest expense consists of the following (in millions): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Debt issuance amortization $ 3.3 $ 3.6 $ 9.9 $ 9.4 Debt discount amortization 0.7 0.7 2.1 1.5 Interest expense 64.1 84.2 217.7 210.1 Total interest expense on Senior Secured Indebtedness 68.1 88.5 229.7 221.0 Debt issuance amortization 1.0 0.9 2.9 2.7 Debt discount amortization 30.0 28.3 88.8 83.7 Coupon interest expense 19.3 19.3 57.9 57.8 Total interest expense on Convertible Debt 50.3 48.5 149.6 144.2 Other interest expense 1.3 0.6 2.6 1.5 Total interest expense $ 119.7 $ 137.6 $ 381.9 $ 366.7 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Changes in Components of Accumulated Other Comprehensive Income | The following table presents the changes in the components of accumulated other comprehensive loss (AOCI), net of tax, for the nine months ended December 31, 2019 (in millions): Unrealized holding gains (losses) debt securities Defined benefit pension plans Foreign Currency Total Accumulated other comprehensive income (loss) at March 31, 2019 $ 0.2 $ (6.2 ) $ (14.7 ) $ (20.7 ) Impact of change in accounting principle (0.2 ) (1.1 ) — (1.3 ) Opening Balance as of April 1, 2019 — (7.3 ) (14.7 ) (22.0 ) Other comprehensive income (loss) before reclassifications — 0.1 (0.7 ) (0.6 ) Amounts reclassified from accumulated other comprehensive income (loss) — 0.6 — 0.6 Net other comprehensive income (loss) — 0.7 (0.7 ) — Accumulated other comprehensive loss at December 31, 2019 $ — $ (6.6 ) $ (15.4 ) $ (22.0 ) |
Schedule of Reclassification Out of Other Comprehensive Income | The table below details where reclassifications of realized transactions out of AOCI are recorded on the condensed consolidated statements of income (in millions): Three Months Ended Nine Months Ended December 31, December 31, Description of AOCI Component Related Statements of Income Line 2019 2018 2019 2018 Unrealized losses on available-for-sale debt securities Other loss, net $ — $ — $ — $ (5.6 ) Amortization of actuarial loss Other loss, net (0.2 ) (0.3 ) (0.6 ) (0.8 ) Reclassification of realized transactions, net of taxes Net income $ (0.2 ) $ (0.3 ) $ (0.6 ) $ (6.4 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense | The following table presents the details of the Company's share-based compensation expense (in millions): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Cost of sales (1) $ 5.7 $ 3.4 $ 15.8 $ 10.9 Research and development 21.2 19.4 63.0 53.2 Selling, general and administrative 16.6 16.6 50.7 46.1 Special charges (income) and other, net — 0.2 — 17.3 Pre-tax effect of share-based compensation 43.5 39.6 129.5 127.5 Income tax benefit 9.2 8.2 28.2 27.3 Net income effect of share-based compensation $ 34.3 $ 31.4 $ 101.3 $ 100.2 (1) During the three and nine months ended December 31, 2019 , $5.1 million and $15.4 million , respectively, of share-based compensation expense was capitalized to inventory, and $5.7 million and $15.8 million , respectively, of previously capitalized share-based compensation expense in inventory was sold. During the three and nine months ended December 31, 2018 , $4.7 million and $12.6 million , respectively, of share-based compensation expense was capitalized to inventory and $3.4 million and $10.9 million , respectively, of previously capitalized share-based compensation expense in inventory was sold. |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted net income per common share (in millions, except per share amounts): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Net income $ 311.1 $ 49.2 $ 470.7 $ 181.2 Basic weighted average common shares outstanding 239.2 236.7 238.5 235.9 Dilutive effect of stock options and RSUs 3.4 3.3 3.5 3.8 Dilutive effect of 2015 Senior Convertible Debt 15.2 4.6 13.6 9.8 Dilutive effect of 2017 Senior Convertible Debt 0.3 — 0.1 — Dilutive effect of 2017 Junior Convertible Debt 0.2 — 0.1 — Diluted weighted average common shares outstanding 258.3 244.6 255.8 249.5 Basic net income per common share $ 1.30 $ 0.21 $ 1.97 $ 0.77 Diluted net income per common share $ 1.20 $ 0.20 $ 1.84 $ 0.73 |
Schedule of Convertible Debt | The following is the weighted average conversion price per share used in calculating the dilutive effect (See Note 12 for details on the convertible debt): Three Months Ended Nine Months Ended 2019 2018 2019 2018 2015 Senior Convertible Debt $ 61.67 $ 62.72 $ 61.92 $ 63.00 2017 Senior Convertible Debt $ 96.16 $ 97.81 $ 96.56 $ 98.25 2017 Junior Convertible Debt $ 94.48 $ 96.10 $ 94.87 $ 96.53 |
Recently Issued Accounting Pr_3
Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Apr. 01, 2019 | Mar. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets | $ 135.7 | ||
Accrued lease liabilities | 42.9 | $ 0 | |
Other long term liabilities | $ 111 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets | $ 124.6 | ||
Accrued lease liabilities | 39.4 | ||
Other long term liabilities | $ 97.9 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative, Microsemi (Details) - USD ($) $ in Millions | May 29, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Acquisition of Microsemi, net of cash acquired | $ 0 | $ 7,850.6 | |
Microsemi Corporation | |||
Business Acquisition [Line Items] | |||
Cash paid for shares | $ 8,190 | ||
Non cash consideration of certain share-based payment awards | 53.9 | ||
Total consideration transferred | 8,240 | ||
Liabilities assumed | 3,232.6 | ||
Payments to acquire businesses portion funded by additional line of credit borrowings | 8,100 | ||
Transaction and other fees incurred in transaction | $ 22 | ||
Useful life (in years) | 13 years | ||
Deferred tax liabilities | $ 856.7 | ||
Microsemi Corporation | Backlog | |||
Business Acquisition [Line Items] | |||
Useful life (in years) | 1 year | ||
Microsemi Corporation | Term Loan Facility | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses portion funded by additional line of credit borrowings | $ 3,000 | ||
Microsemi Corporation | Senior Secured Notes | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses portion funded by additional line of credit borrowings | 2,000 | ||
Microsemi Corporation | Revolving Credit Facility | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses portion funded by additional line of credit borrowings | 3,100 | ||
Microsemi Corporation | Other Liabilities | |||
Business Acquisition [Line Items] | |||
Acquisition of Microsemi, net of cash acquired | $ 2,060 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Purchase Price Allocation, Microsemi (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Mar. 31, 2019 | May 29, 2018 |
Assets acquired | |||
Goodwill | $ 6,664.8 | $ 6,663.9 | |
Microsemi Corporation | |||
Assets acquired | |||
Cash and cash equivalents | $ 340 | ||
Accounts receivable | 215.6 | ||
Inventories | 576.2 | ||
Other current assets | 85.2 | ||
Property, plant and equipment | 201.5 | ||
Goodwill | 4,364.9 | ||
Purchased intangible assets | 5,634.5 | ||
Long-term deferred tax assets | 5.9 | ||
Other assets | 53.3 | ||
Total assets acquired | 11,477.1 | ||
Liabilities assumed | |||
Accounts payable | (233.8) | ||
Other current liabilities | (149.3) | ||
Long-term debt | (2,056.9) | ||
Deferred tax liabilities | (565.1) | ||
Long-term income tax payable | (177.7) | ||
Other long-term liabilities | (49.8) | ||
Total liabilities assumed | (3,232.6) | ||
Purchase price allocated | $ 8,244.5 |
Business Acquisitions - Sched_2
Business Acquisitions - Schedule of Purchased Intangible Assets, Microsemi (Details) - Microsemi Corporation $ in Millions | May 29, 2018USD ($) |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 13 years |
Purchased intangible assets | $ 5,634.5 |
In-process research and development | |
Business Acquisition [Line Items] | |
In-process research and development | $ 847.1 |
Core and developed technology | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 15 years |
Purchased intangible assets | $ 4,569.1 |
Customer-related | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 12 years |
Purchased intangible assets | $ 200.2 |
Backlog | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 1 year |
Purchased intangible assets | $ 12.3 |
Other | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 4 years |
Purchased intangible assets | $ 5.8 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment reporting information [Line Items] | ||||
Net Sales | $ 1,287.4 | $ 1,374.7 | $ 3,947.8 | $ 4,019.7 |
Gross Profit | 785.5 | 779.6 | 2,428.2 | 2,110.9 |
Semiconductor products | ||||
Segment reporting information [Line Items] | ||||
Net Sales | 1,257 | 1,331.3 | 3,875.6 | 3,911.4 |
Gross Profit | 755.1 | 736.2 | 2,356 | 2,002.6 |
Technology licensing | ||||
Segment reporting information [Line Items] | ||||
Net Sales | 30.4 | 43.4 | 72.2 | 108.3 |
Gross Profit | $ 30.4 | $ 43.4 | $ 72.2 | $ 108.3 |
Net Sales (Details)
Net Sales (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 1,287.4 | $ 1,374.7 | $ 3,947.8 | $ 4,019.7 |
Payment terms | 30 days | |||
Distributors | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 638.8 | 686.3 | $ 1,970 | 2,044.4 |
Direct customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 618.2 | 645 | 1,905.6 | 1,867 |
Licensees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 30.4 | 43.4 | 72.2 | 108.3 |
Microcontrollers | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 685.8 | 716.9 | 2,091.8 | 2,218 |
Analog, interface, mixed signal and timing products | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 363.3 | 396.6 | 1,143.6 | 1,147.7 |
Field-programmable gate array products | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 92.6 | 97.7 | 276.8 | 206.4 |
Licensing, memory and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 145.7 | $ 163.5 | $ 435.6 | $ 447.6 |
Special Charges (Income) and _3
Special Charges (Income) and Other, Net - Special Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Restructuring | |||||
Employee separation costs | $ 3.4 | $ 3.3 | $ 10.7 | $ 60.5 | |
Impairment charges | 2.7 | 0.2 | 3.2 | 3.7 | |
Contract exit costs | 10.3 | 0.1 | 10.8 | (2.9) | |
Other | 1.4 | 0.1 | 2.6 | 0.7 | |
Legal contingencies | 0 | (5) | 2.2 | (5) | |
Total | [1] | $ 17.8 | $ (1.3) | $ 29.5 | $ 57 |
[1] | Three Months Ended December 31, Nine Months EndedDecember 31,(1) Includes share-based compensation expense as follows:2019 2018 2019 2018Cost of sales$5.7 $3.4 $15.8 $10.9Research and development$21.2 $19.4 $63.0 $53.2Selling, general and administrative$16.6 $16.6 $50.7 $46.1Special charges and other, net$— $0.2 $— $17.3 |
Special Charges (Income) and _4
Special Charges (Income) and Other, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring cost incurred | $ 11.7 | ||||
Restructuring and related costs, expected certain water fabrication | 10 | $ 10 | |||
Employee separation costs | 3.4 | $ 3.3 | 10.7 | $ 60.5 | |
Contract exit costs (income) | 10.3 | 0.1 | 10.8 | (2.9) | |
Restructuring reserve | 40 | 40 | $ 47.8 | ||
Employee Separation | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring reserve | 14.6 | 14.6 | $ 12.9 | ||
Employee Separation | Semiconductor products | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, costs incurred to date | 116.3 | 116.3 | |||
Employee separation costs | 3.4 | $ 3.3 | 10.7 | $ 60.5 | |
Contract Termination | Semiconductor products | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, costs incurred to date | $ 50.9 | $ 50.9 |
Special Charges (Income) and _5
Special Charges (Income) and Other, Net - Restructuring (Details) $ in Millions | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, balance | $ 47.8 |
Charges | 21.5 |
Payments | (16.6) |
Non-cash - Other | (0.2) |
Effect of adoption of ASC 842 | (12.5) |
Restructuring reserve, balance | 40 |
Current | 22.6 |
Non-current | 17.4 |
Restructuring Employee Separation Costs | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, balance | 12.9 |
Charges | 10.7 |
Payments | (8.9) |
Non-cash - Other | (0.1) |
Effect of adoption of ASC 842 | 0 |
Restructuring reserve, balance | 14.6 |
Restructuring Exit Costs | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, balance | 19.2 |
Charges | 10.8 |
Payments | (4.3) |
Non-cash - Other | (0.6) |
Effect of adoption of ASC 842 | (12.5) |
Restructuring reserve, balance | 12.6 |
Non-Restructuring Exit Costs | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, balance | 15.7 |
Charges | 0 |
Payments | (3.4) |
Non-cash - Other | 0.5 |
Effect of adoption of ASC 842 | 0 |
Restructuring reserve, balance | $ 12.8 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Mar. 31, 2019 |
Carrying Amount | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | $ 2,610.9 | $ 3,251.8 |
Carrying Amount | Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 1,708.2 | 1,892.1 |
Carrying Amount | 2023 Senior Secured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 988 | 985.4 |
Carrying Amount | 2021 Senior Secured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 991.6 | 987.4 |
Carrying Amount | 2017 Senior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 1,537.7 | 1,493.6 |
Carrying Amount | 2015 Senior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 1,400.8 | 1,360.8 |
Carrying Amount | 2017 Junior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 343.3 | 335.9 |
Fair Value | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 2,624.5 | 3,266.5 |
Fair Value | Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 1,723.5 | 1,911.5 |
Fair Value | 2023 Senior Secured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 1,058.8 | 1,020.1 |
Fair Value | 2021 Senior Secured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 1,022.5 | 1,008.1 |
Fair Value | 2017 Senior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 2,968.1 | 2,285.4 |
Fair Value | 2015 Senior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 3,710.8 | 2,810.6 |
Fair Value | 2017 Junior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | $ 994.1 | $ 740.8 |
Other Financial Statement Det_3
Other Financial Statement Details - Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Mar. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivable amounts | $ 810.8 | $ 882.6 |
Less allowance for doubtful accounts | 3.3 | 2 |
Total accounts receivable, net | 807.5 | 880.6 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivable amounts | 799.3 | 875.8 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivable amounts | $ 11.5 | $ 6.8 |
Other Financial Statement Det_4
Other Financial Statement Details - Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Mar. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 85.6 | $ 74.5 |
Work in process | 460 | 413 |
Finished goods | 163.2 | 224.2 |
Total inventories | $ 708.8 | $ 711.7 |
Other Financial Statement Det_5
Other Financial Statement Details - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment, gross | $ 2,979.9 | $ 2,979.9 | $ 2,945.7 | ||
Less accumulated depreciation and amortization | 2,070.2 | 2,070.2 | 1,949 | ||
Total property, plant and equipment, net | 909.7 | 909.7 | 996.7 | ||
Depreciation | 41.4 | $ 47 | 127.1 | $ 132.2 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment, gross | 83.4 | 83.4 | 83.4 | ||
Building and building improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment, gross | 657.6 | 657.6 | 647.6 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment, gross | 2,130.2 | 2,130.2 | 2,095.5 | ||
Projects in process | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment, gross | $ 108.7 | $ 108.7 | $ 119.2 |
Other Financial Statement Det_6
Other Financial Statement Details - Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Mar. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and benefits | $ 150.8 | $ 133.2 |
Income taxes payable | 10.8 | 46.9 |
Sales related reserves | 303.7 | 366.9 |
Current portion of lease liabilities | 42.9 | 0 |
Accrued expenses and other liabilities | 218.3 | 240.3 |
Total accrued liabilities | $ 726.5 | $ 787.3 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Apr. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right-of-use assets | $ 135.7 | |
Total lease liabilities | $ 153.9 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right-of-use assets | $ 124.6 | |
Total lease liabilities | $ 137.3 |
Leases - Schedule of Operating
Leases - Schedule of Operating Expense and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2019 | |
Leases [Abstract] | |||
Operating lease expense | $ 12.2 | $ 36.7 | |
Variable lease expense | 2.6 | 8.1 | |
Short-term lease expense | 2.5 | 7.3 | |
Total lease expense | 17.3 | 52.1 | |
Other assets: | |||
Right-of-use assets | 135.7 | 135.7 | |
Accrued liabilities: | |||
Current portion of lease liabilities | 42.9 | 42.9 | $ 0 |
Other long-term liabilities: | |||
Non-current portion of lease liabilities | 111 | 111 | |
Total lease liabilities | $ 153.9 | $ 153.9 | |
Weighted average remaining lease-term (in years) | 4 years 6 months | 4 years 6 months | |
Weighted average discount rate | 4.60% | 4.60% |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Lease Maturities (Details) $ in Millions | Dec. 31, 2019USD ($) |
Fiscal year ending March 31, | |
Remainder of 2020 | $ 14.7 |
2021 | 45.6 |
2022 | 40.4 |
2023 | 22.8 |
2024 | 14.9 |
Thereafter | 29.9 |
Total lease payments | 168.3 |
Less: Imputed lease interests | 14.4 |
Total lease liabilities | $ 153.9 |
Leases - Schedule of Non-Cancel
Leases - Schedule of Non-Cancelable Operating Lease Maturities (Details) $ in Millions | Mar. 31, 2019USD ($) |
Fiscal year ending March 31, | |
2020 | $ 49 |
2021 | 38.2 |
2022 | 30.3 |
2023 | 18 |
2024 | 9.1 |
Thereafter | 22.6 |
Total | $ 167.2 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets, by Major Class (Details) - USD ($) $ in Millions | 9 Months Ended | |
Dec. 31, 2019 | Mar. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 8,361.1 | $ 8,345.4 |
Accumulated Amortization | (2,421.6) | (1,659.8) |
Net Amount | 5,939.5 | 6,685.6 |
Projected Amortization Expense | ||
2020 | 259 | |
2021 | 972.9 | |
2022 | 902.2 | |
2023 | 708.4 | |
2024 | $ 616.3 | |
Minimum | ||
Projected Amortization Expense | ||
Useful life (in years) | 1 year | |
Maximum | ||
Projected Amortization Expense | ||
Useful life (in years) | 15 years | |
Core and developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 7,345 | 7,339.2 |
Accumulated Amortization | (1,733.8) | (1,102.2) |
Net Amount | 5,611.2 | 6,237 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 916.7 | 917.1 |
Accumulated Amortization | (651.7) | (544) |
Net Amount | 265 | 373.1 |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 8.8 | 7.7 |
Accumulated Amortization | 0 | 0 |
Net Amount | 8.8 | 7.7 |
Distribution rights and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 90.6 | 81.4 |
Accumulated Amortization | (36.1) | (13.6) |
Net Amount | $ 54.5 | $ 67.8 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Amortization of Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense | $ 258,600,000 | $ 196,900,000 | $ 777,600,000 | $ 505,500,000 |
Impairment of intangible assets | 0 | 0 | 500,000 | 3,100,000 |
Amortization expense charged to cost of sales | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense | 2,500,000 | 1,800,000 | 7,100,000 | 4,900,000 |
Amortization expense charged to operating expense | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense | $ 256,100,000 | $ 195,100,000 | $ 770,500,000 | $ 500,600,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Goodwill by Reporting Segment (Details) $ in Millions | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($)unit | |
Goodwill By Reporting Segment [Line Items] | ||
Number of reporting units (in units) | unit | 2 | |
Goodwill [Roll Forward] | ||
Goodwill opening balance | $ 6,663.9 | |
Goodwill closing balance | 6,664.8 | $ 6,663.9 |
Semiconductor Products Reporting Unit | ||
Goodwill [Roll Forward] | ||
Goodwill opening balance | 6,644.7 | |
Additions | 0.9 | |
Goodwill closing balance | 6,645.6 | 6,644.7 |
Technology Licensing Reporting Unit | ||
Goodwill [Roll Forward] | ||
Goodwill opening balance | 19.2 | |
Additions | 0 | |
Goodwill closing balance | $ 19.2 | $ 19.2 |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Details) $ in Millions | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Tax benefit due to intra-group transfer of certain intellectual property rights | $ 337 |
Reduction in tax rate due to intra-group transfer of certain intellectual property rights | 322.20% |
Debt and Credit Facility - Debt
Debt and Credit Facility - Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | May 31, 2018 |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 10,829,300 | $ 11,659,300 | ||
Less: Debt discount | (1,177,900) | (1,268,700) | ||
Less: Debt issuance costs | (70,900) | (83,600) | ||
Net long-term debt including current maturities | 9,580,500 | 10,307,000 | ||
Less: Current maturities | (1,400,800) | (1,360,800) | ||
Net long-term debt | 8,179,700 | 8,946,200 | ||
Total Senior Secured Indebtedness | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 6,348,000 | 7,178,000 | ||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Less: Debt issuance costs | $ (1,750) | |||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 2,624,500 | 3,266,500 | ||
Less: Debt issuance costs | (13,600) | (14,700) | ||
Line of Credit | Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 1,723,500 | 1,911,500 | ||
Less: Debt issuance costs | $ (15,300) | (19,400) | $ (34,700) | |
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Less: Debt discount | (10,500) | |||
Less: Debt issuance costs | $ (24,400) | |||
Senior Notes | 2023 Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Coupon Interest Rate | 4.333% | 4.333% | ||
Effective Interest Rate | 4.70% | |||
Long-term debt, gross | $ 1,000,000 | 1,000,000 | ||
Less: Debt discount | (3,700) | (4,400) | ||
Less: Debt issuance costs | $ (8,300) | (10,200) | ||
Senior Notes | 2021 Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Coupon Interest Rate | 3.922% | 3.922% | ||
Effective Interest Rate | 4.50% | |||
Long-term debt, gross | $ 1,000,000 | 1,000,000 | ||
Less: Debt discount | (2,600) | (3,800) | ||
Less: Debt issuance costs | (5,800) | (8,800) | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 4,481,300 | 4,481,300 | ||
Senior Subordinated Convertible Debt | 2017 Senior Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Coupon Interest Rate | 1.625% | |||
Effective Interest Rate | 6.00% | |||
Fair Value of Liability Component at Issuance | $ 1,396,300 | |||
Long-term debt, gross | 2,070,000 | 2,070,000 | ||
Less: Debt discount | (518,900) | (561,900) | ||
Less: Debt issuance costs | $ (13,400) | (14,500) | ||
Senior Subordinated Convertible Debt | 2015 Senior Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Coupon Interest Rate | 1.625% | |||
Effective Interest Rate | 5.90% | |||
Fair Value of Liability Component at Issuance | $ 1,160,100 | |||
Long-term debt, gross | 1,725,000 | 1,725,000 | ||
Less: Debt discount | (312,800) | (351,400) | ||
Less: Debt issuance costs | $ (11,400) | (12,800) | ||
Junior Subordinated Debt | 2017 Junior Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Coupon Interest Rate | 2.25% | |||
Effective Interest Rate | 7.40% | |||
Fair Value of Liability Component at Issuance | $ 321,100 | |||
Long-term debt, gross | 686,300 | 686,300 | ||
Less: Debt discount | (339,900) | (347,200) | ||
Less: Debt issuance costs | $ (3,100) | $ (3,200) |
Debt and Credit Facility - Comp
Debt and Credit Facility - Components (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | May 31, 2018 |
Debt Instrument [Line Items] | ||||
Amount of unamortized debt discount of debentures | $ (1,177,900) | $ (1,268,700) | ||
Debt issuance cost | (70,900) | (83,600) | ||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt issuance cost | $ (1,750) | |||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Amount of unamortized debt discount of debentures | $ (10,500) | |||
Debt issuance cost | (24,400) | |||
Senior Notes | 2023 Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Amount of unamortized debt discount of debentures | (3,700) | (4,400) | ||
Debt issuance cost | (8,300) | (10,200) | ||
Senior Notes | 2021 Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Amount of unamortized debt discount of debentures | (2,600) | (3,800) | ||
Debt issuance cost | (5,800) | (8,800) | ||
Senior Subordinated Convertible Debt | 2017 Senior Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Amount of unamortized debt discount of debentures | (518,900) | (561,900) | ||
Debt issuance cost | (13,400) | (14,500) | ||
Senior Subordinated Convertible Debt | 2015 Senior Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Amount of unamortized debt discount of debentures | (312,800) | (351,400) | ||
Debt issuance cost | (11,400) | (12,800) | ||
Junior Subordinated Debt | 2017 Junior Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Amount of unamortized debt discount of debentures | (339,900) | (347,200) | ||
Debt issuance cost | (3,100) | (3,200) | ||
Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt issuance cost | (13,600) | (14,700) | ||
Term Loan Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt issuance cost | $ (15,300) | $ (19,400) | $ (34,700) |
Debt and Credit Facility - Matu
Debt and Credit Facility - Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Mar. 31, 2019 |
Fiscal year ending March 31, | ||
2020 | $ 0 | |
2021 | 0 | |
2022 | 1,000 | |
2023 | 0 | |
2024 | 3,624.5 | |
Thereafter | 6,204.8 | |
Total | $ 10,829.3 | $ 11,659.3 |
Debt and Credit Facility - Conv
Debt and Credit Facility - Conversion Features (Details) | Oct. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2019USD ($)day |
Debt Instrument [Line Items] | |||
If-converted value in excess of principal | $ | $ 1,000 | ||
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 100.00% | ||
Convertible Debt | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Threshold percentage of stock price trigger | 130.00% | ||
Threshold trading days | day | 20 | ||
Threshold consecutive trading days | day | 30 | ||
Convertible Debt | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Threshold percentage of stock price trigger | 98.00% | ||
Threshold trading days | day | 5 | ||
Threshold consecutive trading days | day | 10 | ||
Senior Subordinated Convertible Debt | 2015 Senior Convertible Debt | |||
Debt Instrument [Line Items] | |||
Threshold percentage of stock price trigger | 130.00% | ||
If-converted value in excess of principal | $ | $ 1,820,000,000 | ||
Conversion rate | 18.9958 | 16.2513 | |
Senior Subordinated Convertible Debt | 2017 Junior Convertible Debt | |||
Debt Instrument [Line Items] | |||
If-converted value in excess of principal | $ | $ 114,100,000 | ||
Senior Subordinated Convertible Debt | 2017 Senior Convertible Debt | |||
Debt Instrument [Line Items] | |||
If-converted value in excess of principal | $ | $ 283,500,000 | ||
Conversion rate | 10.4213 |
Debt and Credit Facility - Co_2
Debt and Credit Facility - Convertible Debt (Details) | Oct. 01, 2019 | Dec. 31, 2019$ / shares |
Senior Subordinated Convertible Debt | 2017 Senior Convertible Debt | ||
Debt Instrument [Line Items] | ||
Conversion Rate | 10.4213 | |
Approximate Conversion Price (in dollars per share) | $ 95.96 | |
Incremental Share Factor | 5.2106 | |
Maximum Conversion Rate | 14.8503 | |
Senior Subordinated Convertible Debt | 2015 Senior Convertible Debt | ||
Debt Instrument [Line Items] | ||
Conversion Rate | 18.9958 | 16.2513 |
Approximate Conversion Price (in dollars per share) | $ 61.53 | |
Incremental Share Factor | 8.1256 | |
Maximum Conversion Rate | 22.7517 | |
Junior Subordinated Debt | 2017 Junior Convertible Debt | ||
Debt Instrument [Line Items] | ||
Conversion Rate | 10.6074 | |
Approximate Conversion Price (in dollars per share) | $ 94.27 | |
Incremental Share Factor | 5.3038 | |
Maximum Conversion Rate | 14.8503 |
Debt and Credit Facility - Amor
Debt and Credit Facility - Amortization and Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||
Debt issuance amortization | $ 12.8 | $ 12.1 | ||
Debt discount amortization | 90.9 | 85.2 | ||
Other interest expense | $ 1.3 | $ 0.6 | 2.6 | 1.5 |
Total interest expense | 119.7 | 137.6 | $ 381.9 | 366.7 |
2017 Senior Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Remaining period, in years, over which unamortized debt discount will be recognized as non-cash interest expense (in years) | 7 years 1 month 6 days | |||
2015 Senior Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Remaining period, in years, over which unamortized debt discount will be recognized as non-cash interest expense (in years) | 5 years 1 month 6 days | |||
2017 Junior Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Remaining period, in years, over which unamortized debt discount will be recognized as non-cash interest expense (in years) | 17 years 1 month 6 days | |||
Total Senior Secured Indebtedness | ||||
Debt Instrument [Line Items] | ||||
Debt issuance amortization | 3.3 | 3.6 | $ 9.9 | 9.4 |
Debt discount amortization | 0.7 | 0.7 | 2.1 | 1.5 |
Interest expense | 64.1 | 84.2 | 217.7 | 210.1 |
Total interest expense on Senior Secured Indebtedness | 68.1 | 88.5 | 229.7 | 221 |
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Debt issuance amortization | 1 | 0.9 | 2.9 | 2.7 |
Debt discount amortization | 30 | 28.3 | 88.8 | 83.7 |
Interest expense | 19.3 | 19.3 | 57.9 | 57.8 |
Total interest expense on Senior Secured Indebtedness | $ 50.3 | $ 48.5 | $ 149.6 | $ 144.2 |
Debt and Credit Facility - Seni
Debt and Credit Facility - Senior Secured Notes (Details) - USD ($) | 9 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2019 | May 31, 2018 | |
Debt Instrument [Line Items] | |||
Debt issuance costs, net | $ 70,900,000 | $ 83,600,000 | |
Debt instrument, unamortized discount | $ 1,177,900,000 | 1,268,700,000 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt issuance costs, net | $ 24,400,000 | ||
Debt instrument, unamortized discount | 10,500,000 | ||
Debt instrument, redemption price, percentage | 101.00% | ||
Senior Notes | 2021 Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 1,000,000,000 | ||
Debt instrument, interest rate, stated percentage | 3.922% | 3.922% | |
Debt issuance costs, net | $ 5,800,000 | 8,800,000 | |
Debt instrument, unamortized discount | $ 2,600,000 | 3,800,000 | |
Debt instrument, redemption price, percentage | 100.00% | ||
Senior Notes | 2023 Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 1,000,000,000 | ||
Debt instrument, interest rate, stated percentage | 4.333% | 4.333% | |
Debt issuance costs, net | $ 8,300,000 | 10,200,000 | |
Debt instrument, unamortized discount | $ 3,700,000 | $ 4,400,000 | |
Senior Notes | 2023 Senior Secured Notes | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 100.00% | ||
Senior Notes | 2023 Senior Secured Notes | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 100.00% |
Debt and Credit Facility - Cred
Debt and Credit Facility - Credit Facility (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Jun. 30, 2019 | |
Line of Credit Facility [Line Items] | ||||||
Debt issuance amortization | $ 70,900,000 | $ 83,600,000 | ||||
Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Proceeds from borrowings on revolving loan under credit facility | 682,000,000 | $ 3,725,500,000 | ||||
Term Loan Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Proceeds from borrowings on revolving loan under credit facility | 0 | $ 3,000,000,000 | ||||
Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt issuance amortization | $ 1,750,000 | |||||
Line of Credit | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 3,570,000,000 | $ 3,600,000,000 | ||||
Debt issuance amortization | $ 13,600,000 | 14,700,000 | ||||
Extinguishment of debt, amount | 244,300,000 | |||||
Restrictive covenants, maximum replacement financing | $ 2,000,000,000 | |||||
Restrictive covenants, maximum replacement financing, term | 3 years | |||||
Restrictive covenants, maximum transfer or assignment of securitization assets | $ 600,000,000 | |||||
Interest coverage ratio, less than | 3.25 | |||||
Interest rate spread on overdue principal in event of default | 2.00% | |||||
Interest rate spread on overdue amounts in event of default | 2.00% | |||||
Line of Credit | Revolving Credit Facility | Leverage Ratio Percent One | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, covenant, total leverage ratio, maximum | 6.75 | |||||
Line of credit facility covenant, total indebtedness, convertible debt excluded, maximum | $ 700,000,000 | |||||
Total leverage ratio, temporary maximum allowed, next three quarters | 4.75 | |||||
Line of Credit | Revolving Credit Facility | Leverage Ratio Percent Two | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, covenant, total leverage ratio, maximum | 6.25 | |||||
Total leverage ratio, temporary maximum allowed, next three quarters | 4.25 | |||||
Line of Credit | Revolving Credit Facility | Leverage Ratio Percent Three | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, covenant, total leverage ratio, maximum | 5.75 | |||||
Total leverage ratio, temporary maximum allowed, next three quarters | 3.75 | |||||
Line of Credit | Revolving Credit Facility | Minimum | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.00% | 0.00% | ||||
Line of Credit | Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.00% | 1.00% | ||||
Line of Credit | Revolving Credit Facility | Maximum | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.75% | 0.75% | ||||
Line of Credit | Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.75% | 1.75% | ||||
Line of Credit | Revolving Credit Facility | 2023 Tranche | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 3,570,000,000 | |||||
Line of Credit | Foreign Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 250,000,000 | |||||
Line of Credit | Standby Letters of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 50,000,000 | |||||
Line of Credit | Line of Credit Facility Swingline Loan Sublimit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 25,000,000 | |||||
Line of Credit | Term Loan Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt issuance amortization | $ 34,700,000 | $ 15,300,000 | 19,400,000 | |||
Proceeds from borrowings on term loan facility | $ 3,000,000,000 | |||||
Quarterly amortization payments, percent | 0.25% | |||||
Repayments of long-term debt | $ 188,000,000 | 1,090,000,000 | ||||
Loss on settlement of debt | $ 1,900,000 | 11,500,000 | ||||
Proceeds from borrowings on revolving loan under credit facility | $ 500,000,000 | |||||
Line of Credit | Term Loan Facility | Leverage Ratio Percent One | ||||||
Line of Credit Facility [Line Items] | ||||||
Mandatory prepayment of excess cash flow, percentage | 50.00% | |||||
Line of Credit | Term Loan Facility | Leverage Ratio Percent Two | ||||||
Line of Credit Facility [Line Items] | ||||||
Mandatory prepayment of excess cash flow, percentage | 25.00% | |||||
Line of Credit | Term Loan Facility | Leverage Ratio Percent Three | ||||||
Line of Credit Facility [Line Items] | ||||||
Mandatory prepayment of excess cash flow, percentage | 0.00% |
Contingencies (Details)
Contingencies (Details) $ in Millions | Oct. 09, 2018USD ($)plaintiff | Jun. 30, 2010plaintiff | Dec. 31, 2019USD ($) | Sep. 14, 2018lawsuit | Dec. 29, 2016USD ($) |
Loss contingencies [Line Items] | |||||
Loss contingency, range of possible loss, portion not accrued | $ 100 | ||||
Indemnification Agreement | |||||
Loss contingencies [Line Items] | |||||
Loss contingencies, estimate of possible loss | $ 166.8 | ||||
Federal Shareholder Class Action Litigation | |||||
Loss contingencies [Line Items] | |||||
Number of lawsuits (in lawsuits) | lawsuit | 2 | ||||
Peterson, et al. v. Sanghi, et al. | |||||
Loss contingencies [Line Items] | |||||
Number of plaintiffs (in plaintiffs) | plaintiff | 4 | ||||
Peterson, et al. v. Sanghi, et al. | Compensatory damages | |||||
Loss contingencies [Line Items] | |||||
Damages sought (more than) | $ 100 | ||||
Peterson, et al. v. Sanghi, et al. | Punitive damages | |||||
Loss contingencies [Line Items] | |||||
Damages sought (more than) | $ 300 | ||||
Continental Claim ICC Arbitration. | Damages from product defects | |||||
Loss contingencies [Line Items] | |||||
Loss contingencies, estimate of possible loss | $ 204 | ||||
Individual Labor Actions by former LFR Employees. | |||||
Loss contingencies [Line Items] | |||||
Number of plaintiffs (in plaintiffs) | plaintiff | 500 |
Derivative Instruments (Details
Derivative Instruments (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2019USD ($)contract | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($)contract | Dec. 31, 2018USD ($) | Mar. 31, 2019contract | |
Derivative [Line Items] | |||||
Percentage of company sales denominated in US dollars | 99.00% | ||||
Foreign currency transaction losses, before tax | $ 2.6 | $ 1.9 | $ 2.9 | $ 6.3 | |
Foreign currency forward contracts outstanding | contract | 0 | 0 | 0 | ||
Other income (loss), net | Not designated as hedging instrument | Foreign exchange forward contract | |||||
Derivative [Line Items] | |||||
Gain (loss) on foreign currency derivatives | $ 0 | $ 0 | $ 0 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Changes in the Components of AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 01, 2019 | |
Changes in the components of AOCI | |||||||||
Beginning balance | $ 5,361.3 | $ 5,288.3 | $ 5,287.5 | $ 5,170.2 | $ 5,123.8 | $ 3,279.8 | $ 5,287.5 | $ 3,279.8 | |
Impact of change in accounting principle | $ 0 | ||||||||
Other comprehensive income (loss), net of tax effect | 0.3 | 0 | (0.3) | (0.3) | (1.8) | 4.4 | 0 | 2.3 | |
Ending balance | 5,616.6 | 5,361.3 | 5,288.3 | 5,161.1 | 5,170.2 | 5,123.8 | 5,616.6 | 5,161.1 | |
AOCI Attributable to Parent | |||||||||
Changes in the components of AOCI | |||||||||
Beginning balance | (22.3) | (22.3) | (20.7) | (16.7) | (14.9) | (17.6) | (20.7) | (17.6) | |
Impact of change in accounting principle | (1.3) | ||||||||
Opening balance | (22) | ||||||||
Other comprehensive income (loss) before reclassifications | (0.6) | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 0.6 | ||||||||
Other comprehensive income (loss), net of tax effect | 0.3 | (0.3) | (0.3) | (1.8) | 4.4 | 0 | |||
Ending balance | (22) | $ (22.3) | (22.3) | $ (17) | $ (16.7) | $ (14.9) | (22) | $ (17) | |
Unrealized holding gains (losses) available-for-sale debt securities | |||||||||
Changes in the components of AOCI | |||||||||
Beginning balance | 0.2 | 0.2 | |||||||
Impact of change in accounting principle | (0.2) | ||||||||
Opening balance | 0 | ||||||||
Other comprehensive income (loss) before reclassifications | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | ||||||||
Other comprehensive income (loss), net of tax effect | 0 | ||||||||
Ending balance | 0 | 0 | |||||||
Defined benefit pension plans | |||||||||
Changes in the components of AOCI | |||||||||
Beginning balance | (6.2) | (6.2) | |||||||
Impact of change in accounting principle | (1.1) | ||||||||
Opening balance | (7.3) | ||||||||
Other comprehensive income (loss) before reclassifications | 0.1 | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 0.6 | ||||||||
Other comprehensive income (loss), net of tax effect | 0.7 | ||||||||
Ending balance | (6.6) | (6.6) | |||||||
Foreign Currency | |||||||||
Changes in the components of AOCI | |||||||||
Beginning balance | $ (14.7) | (14.7) | |||||||
Impact of change in accounting principle | 0 | ||||||||
Opening balance | $ (14.7) | ||||||||
Other comprehensive income (loss) before reclassifications | (0.7) | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | ||||||||
Other comprehensive income (loss), net of tax effect | (0.7) | ||||||||
Ending balance | $ (15.4) | $ (15.4) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Schedule of Reclassifications of Recognized Transactions out of AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Other loss, net | $ (1.5) | $ (2.5) | $ (0.2) | $ (12.4) | ||||
Net income | 311.1 | $ 108.9 | $ 50.7 | 49.2 | $ 96.3 | $ 35.7 | 470.7 | 181.2 |
Reclassification out of Accumulated Other Comprehensive Income | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Net income | (0.2) | (0.3) | (0.6) | (6.4) | ||||
Reclassification out of Accumulated Other Comprehensive Income | Unrealized losses on available-for-sale debt securities | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Other loss, net | 0 | 0 | 0 | (5.6) | ||||
Reclassification out of Accumulated Other Comprehensive Income | Amortization of actuarial loss | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Other loss, net | $ (0.2) | $ (0.3) | $ (0.6) | $ (0.8) |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Millions | May 29, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Stock-based compensation expense [Line Items] | ||||||
Share based compensation expense | $ 43.5 | $ 39.6 | $ 129.5 | $ 127.5 | ||
Income tax benefit | 9.2 | 8.2 | 28.2 | 27.3 | ||
Net income effect of share-based compensation | 34.3 | 31.4 | 101.3 | 100.2 | ||
Awards assumed | $ 53.9 | |||||
Microsemi Corporation | Restricted Stock Units (RSUs) | ||||||
Stock-based compensation expense [Line Items] | ||||||
Share based compensation expense | 53.5 | |||||
Awards assumed | $ 175.4 | |||||
Compensation costs recognized | 53.9 | |||||
Total compensation cost not yet recognized | $ 121.5 | |||||
Accelerated compensation costs | 17.3 | |||||
Inventory | ||||||
Stock-based compensation expense [Line Items] | ||||||
Capitalized share-based compensation expense | 5.1 | 4.7 | 15.4 | 12.6 | ||
Share-based compensation expense previously capitalized | 5.7 | 3.4 | 15.8 | 10.9 | ||
Inventory | Microsemi Corporation | Restricted Stock Units (RSUs) | ||||||
Stock-based compensation expense [Line Items] | ||||||
Capitalized share-based compensation expense | 2.6 | |||||
Cost of sales | ||||||
Stock-based compensation expense [Line Items] | ||||||
Share based compensation expense | 5.7 | 3.4 | 15.8 | 10.9 | ||
Research and development | ||||||
Stock-based compensation expense [Line Items] | ||||||
Share based compensation expense | 21.2 | 19.4 | 63 | 53.2 | ||
Selling, general and administrative | ||||||
Stock-based compensation expense [Line Items] | ||||||
Share based compensation expense | 16.6 | 16.6 | 50.7 | 46.1 | ||
Special charges (income) and other, net | ||||||
Stock-based compensation expense [Line Items] | ||||||
Share based compensation expense | $ 0 | $ 0.2 | $ 0 | $ 17.3 |
Net Income Per Common Share (De
Net Income Per Common Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Net income | $ 311.1 | $ 108.9 | $ 50.7 | $ 49.2 | $ 96.3 | $ 35.7 | $ 470.7 | $ 181.2 |
Basic weighted average common shares outstanding (in shares) | 239,200,000 | 236,700,000 | 238,500,000 | 235,900,000 | ||||
Dilutive effect of stock options and RSUs (in shares) | 3,400,000 | 3,300,000 | 3,500,000 | 3,800,000 | ||||
Diluted weighted average common shares outstanding (in shares) | 258,300,000 | 244,600,000 | 255,800,000 | 249,500,000 | ||||
Basic net income per common share (in dollars per share) | $ 1.30 | $ 0.21 | $ 1.97 | $ 0.77 | ||||
Diluted net income per common share (in dollars per share) | $ 1.20 | $ 0.20 | $ 1.84 | $ 0.73 | ||||
Antidilutive dilutive option shares (in shares) | 0 | 0 | 0 | 0 | ||||
2015 Senior Convertible Debt | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Dilutive effect of Convertible Debt (in shares) | 15,200,000 | 4,600,000 | 13,600,000 | 9,800,000 | ||||
2015 Senior Convertible Debt | Weighted Average | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Conversion price per share used in calculating dilutive effect of convertible debt amount per share (in dollars per share) | $ 61.67 | $ 62.72 | $ 61.92 | $ 63 | ||||
2017 Senior Convertible Debt | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Dilutive effect of Convertible Debt (in shares) | 300,000 | 0 | 100,000 | 0 | ||||
2017 Senior Convertible Debt | Weighted Average | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Conversion price per share used in calculating dilutive effect of convertible debt amount per share (in dollars per share) | $ 96.16 | $ 97.81 | $ 96.56 | $ 98.25 | ||||
2017 Junior Convertible Debt | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Dilutive effect of Convertible Debt (in shares) | 200,000 | 0 | 100,000 | 0 | ||||
2017 Junior Convertible Debt | Weighted Average | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Conversion price per share used in calculating dilutive effect of convertible debt amount per share (in dollars per share) | $ 94.48 | $ 96.10 | $ 94.87 | $ 96.53 |
Stock Repurchase Activity (Deta
Stock Repurchase Activity (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2019 | Jan. 31, 2016 | |
Equity [Abstract] | ||||
Stock repurchase program, number of shares authorized to be repurchased | 15,000,000 | |||
Repurchased shares under authorization (in shares) | 0 | 0 | ||
Treasury stock (in shares) | 13,698,053 | 13,698,053 | 15,643,408 |
Dividends (Details)
Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 06, 2020 | Feb. 04, 2020 | Dec. 05, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Dividends [Abstract] | |||||||
Quarterly cash dividend paid (in dollars per share) | $ 0.3665 | ||||||
Subsequent Event [Line Items] | |||||||
Dividends declared per common share (in dollars per share) | $ 0.3665 | $ 0.3645 | $ 1.0980 | $ 1.0920 | |||
Quarterly cash dividend | $ 87.7 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Dividends declared per common share (in dollars per share) | $ 0.3670 | ||||||
Scenario, Forecast | |||||||
Subsequent Event [Line Items] | |||||||
Quarterly cash dividend | $ 88 |
Uncategorized Items - a2019-12x
Label | Element | Value |
Accounting Standards Update 2016-01 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |
Accounting Standards Update 2016-01 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,700,000 |
Accounting Standards Update 2016-01 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (1,700,000) |
Accounting Standards Update 2016-16 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,558,100,000 |
Accounting Standards Update 2016-16 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,558,100,000 |
Accounting Standards Update 2018-02 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,300,000 |
Accounting Standards Update 2018-02 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (1,300,000) |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 241,900,000 |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 241,900,000 |