COVER PAGE
COVER PAGE - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | May 14, 2020 | Sep. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Mar. 31, 2020 | ||
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 | ||
Title of 12(b) Security | Common Stock, $0.001 Par Value Per Share | ||
Trading Symbol | MCHP | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
Entity Public Float | $ 21,697,205,962 | ||
Entity Common Stock, Shares Outstanding | 245,332,497 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference Document Part of Form 10-K Annual Report on Form 10-K for the fiscal year ended March 31, 2019 II Proxy Statement for the 2020 Annual Meeting of Stockholders III | ||
Entity Central Index Key | 0000827054 | ||
Current Fiscal Year End Date | --03-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2020 | Mar. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 401 | $ 428.6 |
Short-term investments | 2 | 2.3 |
Accounts receivable, net | 934 | 880.6 |
Inventories | 685.7 | 711.7 |
Other current assets | 194.5 | 191.6 |
Total current assets | 2,217.2 | 2,214.8 |
Property, plant and equipment, net | 876.1 | 996.7 |
Goodwill | 6,664.8 | 6,663.9 |
Intangible assets, net | 5,702.3 | 6,685.6 |
Long-term deferred tax assets | 1,748.5 | 1,677.2 |
Other assets | 217.2 | 111.8 |
Total assets | 17,426.1 | 18,350 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 246.8 | 226.4 |
Accrued liabilities | 781.8 | 787.3 |
Current portion of long-term debt | 608.8 | 1,360.8 |
Total current liabilities | 1,637.4 | 2,374.5 |
Long-term debt | 8,873.4 | 8,946.2 |
Long-term income tax payable | 668.4 | 756.2 |
Long-term deferred tax liability | 318.5 | 706.1 |
Other long-term liabilities | 342.9 | 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; 258,391,231 shares issued and 245,325,643 shares outstanding at March 31, 2020; 253,232,909 shares issued and 237,589,501 shares outstanding at March 31, 2019 | 0.2 | 0.2 |
Additional paid-in capital | 2,675.1 | 2,679.6 |
Common stock held in treasury: 13,065,588 shares at March 31, 2020; 15,643,408 shares at March 31, 2019 | (500.6) | (582.2) |
Accumulated other comprehensive loss | (21.6) | (20.7) |
Retained earnings | 3,432.4 | 3,210.6 |
Total stockholders' equity | 5,585.5 | 5,287.5 |
Total liabilities and stockholders' equity | $ 17,426.1 | $ 18,350 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Mar. 31, 2020 | 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) | 258,391,231 | 253,232,909 |
Common stock, shares outstanding (in shares) | 245,325,643 | 237,589,501 |
Common stock held in treasury (in shares) | 13,065,588 | 15,643,408 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | ||
Income Statement [Abstract] | ||||
Net sales | $ 5,274.2 | $ 5,349.5 | $ 3,980.8 | |
Cost of sales | [1] | 2,032.1 | 2,418.2 | 1,560.1 |
Gross profit | 3,242.1 | 2,931.3 | 2,420.7 | |
Research and development | [1] | 877.8 | 826.3 | 529.3 |
Selling, general and administrative | [1] | 676.6 | 682.9 | 452.1 |
Amortization of acquired intangible assets | 993.9 | 674.1 | 485.5 | |
Special charges and other, net | [1] | 46.7 | 33.7 | 17.5 |
Operating expenses | 2,595 | 2,217 | 1,484.4 | |
Operating income | 647.1 | 714.3 | 936.3 | |
Losses on equity method investments | 0 | (0.2) | (0.2) | |
Other income (expense): | ||||
Interest income | 2.8 | 8.1 | 22 | |
Interest expense | (497.3) | (502.9) | (199) | |
Loss on settlement of debt | (5.4) | (12.6) | (16) | |
Other income (loss), net | 3.2 | (2.2) | (5.8) | |
Income before income taxes | 150.4 | 204.5 | 737.3 | |
Income tax (benefit) provision | (420.2) | (151.4) | 481.9 | |
Net income | $ 570.6 | $ 355.9 | $ 255.4 | |
Basic net income per common share (in dollars per share) | $ 2.39 | $ 1.51 | $ 1.10 | |
Diluted net income per common share (in dollars per share) | 2.23 | 1.42 | 1.03 | |
Dividends declared per common share (in dollars per share) | $ 1.465 | $ 1.457 | $ 1.449 | |
Basic common shares outstanding (in shares) | 238.9 | 236.2 | 232.9 | |
Diluted common shares outstanding (in shares) | 256.2 | 249.9 | 248.9 | |
[1] | Year ended March 31,(1) Includes share-based compensation expense as follows: Cost of sales$20.9 $14.9 $13.8Research and development$82.9 $72.0 $42.5Selling, general and administrative$66.4 $62.3 $36.9Special charges and other, net$— $17.2 $— |
CONSOLIDATED STATEMENTS OF IN_2
CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share based compensation expense | $ 170.2 | $ 166.4 | $ 93.2 |
Cost of sales | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share based compensation expense | 20.9 | 14.9 | 13.8 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share based compensation expense | 82.9 | 72 | 42.5 |
Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share based compensation expense | 66.4 | 62.3 | 36.9 |
Special charges and other, net | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share based compensation expense | $ 0 | $ 17.2 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 570.6 | $ 355.9 | $ 255.4 |
Available-for-sale securities: | |||
Unrealized holding losses, net of tax effect | 0 | (5.6) | (13.6) |
Reclassification of realized transactions, net of tax effect | 0 | 5.6 | 15.2 |
Defined benefit plans: | |||
Actuarial gains (losses) related to defined benefit pension plans, net of tax (provision) benefit | 1.4 | 2.9 | (5.6) |
Reclassification of realized transactions, net of tax effect | 0.8 | 1 | 0.8 |
Change in net foreign currency translation adjustment | (1.8) | (5.3) | 0 |
Other comprehensive income (loss), net of tax effect | 0.4 | (1.4) | (3.2) |
Comprehensive income | $ 571 | $ 354.5 | $ 252.2 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | ||
Cash flows from operating activities: | |||||||||
Net income | $ 99.9 | $ 50.7 | $ 174.7 | $ 35.7 | $ 570.6 | $ 355.9 | $ 255.4 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||
Depreciation and amortization | 1,215.6 | 876.4 | 615.9 | ||||||
Deferred income taxes | (490.3) | (62.2) | 51.2 | ||||||
Share-based compensation expense related to equity incentive plans | 170.2 | 166.4 | 93.2 | ||||||
Loss on settlement of debt | 3.4 | 1.9 | 8.3 | 5.4 | 12.6 | 16 | $ 43.9 | ||
Amortization of debt discount | 121.7 | 114.6 | 106.1 | ||||||
Amortization of debt issuance costs | 17.1 | 16.5 | 6.6 | ||||||
Losses on equity method investments | 0 | 0.2 | 0.2 | ||||||
Gains on sale of assets | (2.2) | 0 | (5.9) | ||||||
Losses on write-down of fixed assets | 2.7 | 0.8 | 0.1 | ||||||
Impairment of intangible assets | 2.2 | 3.1 | 0.5 | ||||||
Gains on marketable equity securities | (2.5) | 0 | 0 | ||||||
Impairment of available-for-sale investments | 0 | 6 | 15.5 | ||||||
Amortization of premium on available-for-sale investments | 0 | (0.2) | 0.3 | ||||||
Changes in operating assets and liabilities, excluding impact of acquisitions: | |||||||||
(Increase) decrease in accounts receivable | (53.3) | 238.8 | (85.3) | ||||||
Decrease (increase) in inventories | 28.8 | 341.6 | (59.2) | ||||||
Increase in deferred income on shipments to distributors | 0 | 0 | 41 | ||||||
Increase (decrease) in accounts payable and accrued liabilities | 11.4 | (180.7) | (13.9) | ||||||
Change in other assets and liabilities | (13.1) | (24.2) | 14 | ||||||
Change in income tax payable | (40.5) | (190.8) | 367.9 | ||||||
Net cash provided by operating activities | 1,543.8 | 1,674.8 | 1,419.6 | ||||||
Cash flows from investing activities: | |||||||||
Purchases of available-for-sale investments | (2) | (167.7) | (1,594.8) | ||||||
Maturities of available-for-sale investments | 0 | 78 | 786.7 | ||||||
Sales of available-for-sale investments and marketable equity securities | 4.7 | 1,376.6 | 0 | ||||||
Acquisition of Microsemi, net of cash acquired | 0 | (7,850.6) | 0 | ||||||
Investments in other assets | (71.5) | (18.6) | (7.1) | ||||||
Proceeds from sale of assets | 3.2 | 0.2 | 10.3 | ||||||
Capital expenditures | (67.6) | (228.9) | (206.8) | ||||||
Net cash used in investing activities | (133.2) | (6,811) | (1,011.7) | ||||||
Cash flows from financing activities: | |||||||||
Payments on settlement of convertible debt | (615) | 0 | (73.4) | ||||||
Proceeds from borrowings on bridge loan facility | 611.9 | 0 | 0 | ||||||
Proceeds from issuance of 2023 and 2021 Senior Notes | 0 | 1,989.5 | 0 | ||||||
Repayment of debt assumed in Microsemi acquisition | 0 | (2,056.9) | 0 | ||||||
Deferred financing costs | (8.9) | (72.7) | (1.2) | ||||||
Payment of cash dividends | (350.1) | (344.4) | (337.5) | ||||||
Proceeds from sale of common stock | 58.8 | 42.6 | 42 | ||||||
Tax payments related to shares withheld for vested restricted stock units | (68.1) | (71.8) | (44.4) | ||||||
Capital lease payments | (0.8) | ||||||||
Capital lease payments | (0.8) | (0.8) | |||||||
Net cash (used in) provided by financing activities | (1,438.2) | 4,663.5 | (415.3) | ||||||
Net decrease in cash and cash equivalents | (27.6) | (472.7) | (7.4) | ||||||
Cash and cash equivalents, and restricted cash at beginning of period | $ 428.6 | $ 901.3 | 428.6 | 901.3 | 908.7 | ||||
Cash and cash equivalents, and restricted cash at end of period | 401 | 428.6 | 401 | 428.6 | 901.3 | $ 908.7 | |||
Supplemental disclosure of cash flow information | |||||||||
Restricted cash | $ 25 | $ 38.4 | 25 | 38.4 | 42.1 | ||||
Non-cash activities: | |||||||||
Right-of-use assets obtained in exchange of lease liabilities | [1] | 24.8 | |||||||
Cash paid for: | |||||||||
Interest | 355.2 | 347.9 | 85.3 | ||||||
Income taxes | 101.3 | 77.6 | 25.9 | ||||||
Operating lease payments in operating cash flows | [1] | 46.5 | |||||||
Term Loan Facility | |||||||||
Cash flows from financing activities: | |||||||||
Proceeds from borrowings on loan facility | 0 | 3,000 | 0 | ||||||
Repayments of loan facility | (188) | (1,088.5) | 0 | ||||||
Revolving Credit Facility | |||||||||
Cash flows from financing activities: | |||||||||
Proceeds from borrowings on loan facility | 1,026 | 4,416.5 | 187 | ||||||
Repayments of loan facility | $ (1,904) | $ (1,150) | $ (187) | ||||||
[1] | During the fiscal year ended March 31, 2020, the Company adopted Accounting Standards Codification Topic 842, Leases , using the retrospective cumulative effect adjustment transition method. The disclosures are not applicable for the fiscal years ended March 31, 2019 or 2018. |
CONSOLIDATED STATEMENTS OF CHAN
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 Loss | Retained Earnings |
Balance, common stock shares issued (in shares) at Mar. 31, 2017 | 249,500,000 | ||||
Beginning balance at Mar. 31, 2017 | $ 3,270.7 | $ 2,537.6 | $ (731.9) | $ (14.4) | $ 1,479.4 |
Balance, common stock held in treasury (in shares) at Mar. 31, 2017 | 20,400,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 255.4 | 255.4 | |||
Other comprehensive income (loss) | (3.2) | (3.2) | |||
Proceeds from sales of common stock through employee equity incentive plans (shares) | 2,700,000 | ||||
Proceeds from sales of common stock through employee equity incentive plans | 42 | $ 42 | |||
Restricted stock unit and stock appreciation right withholdings (shares) | (500,000) | ||||
Restricted stock unit and stock appreciation right withholdings | (44.4) | $ (44.4) | |||
Treasury stock used for new issuances (shares) | (2,200,000) | (2,200,000) | |||
Treasury stock used for new issuances | $ (69.3) | $ 69.3 | |||
Share-based compensation | 93.1 | $ 93.1 | |||
Shares issued to settle convertible debt (in shares) | 3,700,000 | ||||
Shares issued to settle convertible debt | 298.5 | $ 298.5 | |||
Settlement of convertible debt | (337.7) | (337.7) | |||
Exchange of convertible debt | 42.9 | $ 42.9 | |||
Cash dividend | (337.5) | (337.5) | |||
Balance, common stock shares issued (in shares) at Mar. 31, 2018 | 253,200,000 | ||||
Ending 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 | 355.9 | 355.9 | |||
Other comprehensive income (loss) | (1.4) | (1.4) | |||
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) | 3,400,000 | ||||
Proceeds from sales of common stock through employee equity incentive plans | 42.6 | $ 42.6 | |||
Restricted stock unit and stock appreciation right withholdings (shares) | (800,000) | ||||
Restricted stock unit and stock appreciation right withholdings | (71.8) | $ (71.8) | |||
Treasury stock used for new issuances (shares) | (2,600,000) | (2,600,000) | |||
Treasury stock used for new issuances | $ (80.4) | $ 80.4 | |||
Share-based compensation | 172.8 | $ 172.8 | |||
Cash dividend | $ (344.4) | (344.4) | |||
Balance, common stock shares issued (in shares) at Mar. 31, 2019 | 253,232,909 | 253,200,000 | |||
Ending 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 | $ 570.6 | 570.6 | |||
Other comprehensive income (loss) | 0.4 | 0.4 | |||
Proceeds from sales of common stock through employee equity incentive plans (shares) | 3,200,000 | ||||
Proceeds from sales of common stock through employee equity incentive plans | 58.8 | $ 58.8 | |||
Restricted stock unit and stock appreciation right withholdings (shares) | (700,000) | ||||
Restricted stock unit and stock appreciation right withholdings | (68.1) | $ (68.1) | |||
Treasury stock used for new issuances (shares) | (2,500,000) | (2,500,000) | |||
Treasury stock used for new issuances | $ (81.6) | $ 81.6 | |||
Share-based compensation | 172.7 | $ 172.7 | |||
Shares issued to settle convertible debt (in shares) | 5,200,000 | ||||
Shares issued to settle convertible debt | 351.8 | $ 351.8 | |||
Settlement of convertible debt | (438.1) | $ (438.1) | |||
Cash dividend | $ (350.1) | (350.1) | |||
Balance, common stock shares issued (in shares) at Mar. 31, 2020 | 258,391,231 | 258,400,000 | |||
Ending balance at Mar. 31, 2020 | $ 5,585.5 | $ 2,675.3 | $ (500.6) | $ (21.6) | $ 3,432.4 |
Balance, common stock held in treasury (in shares) at Mar. 31, 2020 | 13,065,588 | 13,100,000 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Nature of Business Microchip Technology Incorporated ("Microchip" or the "Company") develops, manufactures and sells specialized semiconductor products used by its customers for a wide variety of embedded control applications. The Company provides cost-effective embedded control solutions that also offer the advantages of small size, high performance, extreme low power usage, wide voltage range operation, mixed signal integration, and ease of development, thus enabling timely and cost-effective integration of the Company's solutions by its customers in their end products. The Company's strategic focus is on embedded control solutions, including: • general purpose and specialized microcontrollers and microprocessors • wired and wireless connectivity products • development tools and related software • field-programmable gate array (FPGA) products • analog, interface, mixed signal, timing, timing systems and security products • discrete diodes and Metal Oxide Semiconductor Field Effect Transistors (MOSFETS) • memory products • technology licensing Principles of Consolidation The Company prepares its consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (US GAAP). The consolidated financial statements include the accounts of Microchip and its majority-owned and controlled subsidiaries. All significant intercompany accounts 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. As further discussed in Note 2, on May 29, 2018, the Company completed its acquisition of Microsemi Corporation (Microsemi) and the Company's financial results include Microsemi's results beginning as of such acquisition date. Revenue Recognition On April 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606) and all related amendments. The Company generates revenue primarily from sales of semiconductor products to distributors and non-distributor customers (direct customers) and, to a lesser extent, from royalties paid by licensees of intellectual property. The Company applies the following five-step approach to determine the timing and amount of revenue recognition: (1) identify the contract with the customer, (2) identify performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when the performance obligation is satisfied. Sales to distributors are governed by a distributor agreement, a purchase order, and an order acknowledgment. Sales to distributors do not meet the definition of a contract, as defined by ASC 606, until the distributor has sent in a purchase order, the Company has acknowledged the order, the Company has deemed the collectability of the consideration to be probable, and legally enforceable rights and obligations have been created; this generally occurs 30 days prior to the estimated ship date. As is customary in the semiconductor industry, the Company offers price concessions and stock rotation rights to many of its distributors. As these are forms of variable consideration, the Company estimates the amount of consideration to which they will be entitled using recent historical data and applying the expected value method. Usually, there is only a single performance obligation in the contract, and therefore the entire transaction price is allocated to the single performance obligation. After the transaction price has been allocated, the Company recognizes revenue when the performance obligation is satisfied. Substantially all of the revenue generated from contracts with distributors is recognized at the time risk and title of the inventory transfers to the distributor. Sales to direct customers are generally governed by a purchase order and an order acknowledgment. Sales to direct customers usually do not meet the definition of a contract, as defined by ASC 606, until shipment of the product occurs. Generally, the transaction price associated with contracts with direct customers is set at the standalone selling price and is not variable. Usually, there is only a single performance obligation in the contract, and therefore the entire transaction price is allocated to the single performance obligation. After the transaction price has been allocated, the Company recognizes revenue when the performance obligation is satisfied. Substantially all of the revenue generated from contracts with direct customers is recognized at the time risk and title of the inventory transfers to the customer. Revenue generated from licensees is governed by licensing agreements. The Company's primary performance obligation related to these agreements is to provide the licensee the right to use the intellectual property. The final transaction price is determined by multiplying the usage of the license by the royalty, which is fixed in the licensing agreement. Revenue is recognized as usage of the license occurs. Revenue Recognition (prior to the adoption of ASC 606) Prior to the adoption of ASC 606 on April 1, 2018, the Company recognized revenue when the earnings process was complete, as evidenced by an agreement with the customer, transfer of title had occurred, the pricing was fixed or determinable and collectability was reasonably assured. The Company recognized revenue from product sales to original equipment manufacturers (OEMs) upon shipment and recorded reserves for estimated customer returns. Distributors worldwide generally had broad price protection and product return rights which prevented the sales pricing from being fixed or determinable at the time of the Company's shipment to the distributors. Therefore, revenue recognition was deferred until the pricing uncertainty was resolved, which generally occurred when the distributor sold the product to their customer. At the time of shipment to these distributors, the Company recorded a trade receivable for the selling price as there was a legally enforceable right to payment, relieved inventory for the carrying value of goods shipped since legal title had passed to the distributor, and recorded the gross margin in deferred income on shipments to distributors on its consolidated balance sheets. Deferred income on shipments to distributors effectively represented gross margin on the sale to the distributor at the initial shipment date; however, the amount of gross margin recognized by the Company in future periods was less than the deferred margin as a result of credits granted to distributors on specifically identified products and customers to allow the distributors to earn a competitive gross margin on the sale of the Company's products to their end customers and price protection concessions related to market pricing conditions. The Company sold the majority of the items in its product catalog to its distributors worldwide at a uniform list price. However, distributors resold the Company's products to end customers at a broad range of individually negotiated price points. The majority of the Company's distributors' resales required a reduction from the original list price paid. Often, under these circumstances, the Company remitted back to the distributor a portion of their original purchase price after the resale transaction was completed in the form of a credit against the distributors' outstanding accounts receivable balance. The credits were on a per unit basis and were not given to the distributor until they provided information regarding the sale to their end customer. The price reductions varied significantly based on the customer, product, quantity ordered, geographic location and other factors and discounts to a price less than the Company's cost have historically been rare. The effect of granting these credits established the net selling price from the Company to its distributors for the product and resulted in the net revenue recognized by the Company when the product was sold by the distributors to their end customers. Thus, a portion of the "deferred income on shipments to distributors" balance represented the amount of distributors' original purchase price that was to be credited back to the distributors in the future. The Company did not reduce deferred income on shipments to distributors or accounts receivable by anticipated future price concessions; rather, price concessions were recorded against deferred income on shipments to distributors when incurred, which was generally at the time the distributor sold the product. The Company reduced product pricing through price protection based on market conditions, competitive considerations and other factors. Price protection was granted to distributors on the inventory they have on hand at the date the price protection was offered. When the Company reduced the price of its products, it allowed the distributor to claim a credit against its outstanding accounts receivable balances based on the new price of the inventory it had on hand as of the date of the price reduction. There was no immediate revenue impact from the price protection, as it was reflected as a reduction of the deferred income on shipments to distributors' balance. Products returned by distributors and subsequently scrapped have historically been immaterial to the Company's consolidated results of operations. The Company routinely evaluated the risk of impairment of the deferred cost of sales component of the deferred income on shipments to distributors' account. Because of the historically immaterial amounts of inventory that have been scrapped, and historically rare instances where discounts given to a distributor resulted in a price less than the Company's cost, the Company believed the deferred costs have a low risk of material impairment. Shipping charges billed to customers were included in net sales, and the related shipping costs were included in cost of sales. The Company collected and remitted certain sales-related taxes on a portion of its sales of inventory and reported such amounts under the net method in its consolidated statements of income. For licenses or other technology arrangements without an upgrade period, non-royalty revenue from the license was recognized upon delivery of the technology if the fee was fixed or determinable and collection of the fee was reasonably assured. Royalties were recognized when reported to the Company, which generally coincided with the receipt of payment. In certain limited circumstances, the Company entered into license and other arrangements for technologies that the Company was continuing to enhance and refine or under which it was obligated to provide unspecified enhancements. Under these arrangements, non-royalty revenue is recognized over the lesser of (1) the estimated period that the Company has historically enhanced and developed refinements to the specific technology, typically one to three years (the "upgrade period"), and (2) the remaining portion of the upgrade period after the date of delivery of all specified technology and documentation, provided that the fee is fixed or determinable and collection of the fee is reasonably assured. Royalties received during the upgrade period were recognized as revenue based on an amortization calculation of the elapsed portion of the upgrade period compared to the entire estimated upgrade period. Royalties received after the upgrade period has elapsed were recognized when reported to the Company, which generally coincided with the receipt of payment. Product Warranty The Company typically warrants its products against defects in materials and workmanship and non-conformance to specifications for 12 to 24 months . The majority of the Company's product warranty claims are settled through the return of the defective product and the shipment of replacement product. Warranty returns are included within the Company's allowance for returns, which is based on historical return rates. Actual future returns could differ from the allowance established. In addition, the Company accrues a liability for specific warranty costs expected to be settled other than through product return and replacement, if a loss is probable and can be reasonably estimated. Product warranty expenses were immaterial for the fiscal years ended March 31, 2020 , 2019 , and 2018 . Advertising Costs The Company expenses all advertising costs as incurred. Advertising costs were immaterial for the fiscal years ended March 31, 2020 , 2019 and 2018 . Research and Development Research and development costs are expensed as incurred. Assets purchased to support the Company's ongoing research and development activities are capitalized when related to products which have achieved technological feasibility or that have alternative future uses and are amortized over their estimated useful lives. Renewals or extensions of these assets are expensed as incurred. Research and development expenses include expenditures for labor, share-based payments, depreciation, masks, prototype wafers, and expenses for development of process technologies, new packages, and software to support new products and design environments. Restructuring Charges Restructuring charges are included within special charges and other, net in the consolidated statements of income and are primarily comprised of employee separation costs, asset impairments, contract exit costs and costs of facility consolidation and closure, including the related gains or losses associated with the sale of owned facilities. Employee separation costs includes one-time termination benefits that are recognized as a liability at estimated fair value, at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing termination benefits are recognized as a liability at estimated fair value when the amount of such benefits are probable and reasonably estimable. Contract exit costs includes contract termination fees and right-of-use asset impairments recognized on the cease-use date of leased facilities. A liability for contract termination fees is recognized in the period in which the Company terminates the contract. Foreign Currency Translation Substantially all of the Company's foreign subsidiaries are considered to be extensions of the U.S. company and any translation gains and losses related to these subsidiaries are included in other income (expense) in the consolidated statements of income. As the U.S. dollar is utilized as the functional currency, gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the subsidiaries' functional currency) are also included in income. For fiscal 2020 and 2019, certain foreign subsidiaries acquired as part of the Company's acquisition activities had the local currency as the functional currency. For subsidiaries acquired as part of the Company's acquisition of Microsemi, the U.S. dollar is expected to become the functional currency for such entities once integrated into the Company's legal structure and intercompany agreements are executed. Income Taxes As part of the process of preparing its consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating its actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Company's consolidated balance sheets. The Company must then assess the likelihood that its deferred tax assets will be recovered from future taxable income within the relevant jurisdiction and to the extent the Company believes that recovery is not likely, it must establish a valuation allowance. The Company provided valuation allowances for certain of its deferred tax assets where it is more likely than not that some portion, or all of such assets, will not be realized. Various taxing authorities in the U.S. and other countries in which the Company does business scrutinize the tax structures employed by businesses. Companies of a similar size and complexity as the Company are regularly audited by the taxing authorities in the jurisdictions in which they conduct significant operations. During the year ended March 31, 2020, various foreign jurisdictions finalized their audits. The close of these audits did not have an adverse impact on the financial statements. The Company is currently being audited by the tax authorities in the United States and various foreign jurisdictions. At this time, the Company does not know what the outcome of these audits will be. 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 the threshold is met, the Company recognizes the largest amount of the tax benefit that is more than 50% likely to be realized upon ultimate settlement. The accounting model as defined in Accounting Standards Codification Topic 740, Income Taxes (ASC 740) related to the valuation of uncertain tax positions requires the Company to presume that the tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information and that each tax position will be evaluated without consideration of the possibility of offset or aggregation with other positions. The recognition requirement for the liability exists even if the Company believes the possibility of examination by a taxing authority or discovery of the related risk matters is remote or where it has a long history of the taxing authority not performing an exam or overlooking an issue. The Company will record an adjustment to a previously recorded position if new information or facts related to the position are identified in a subsequent period. All adjustments to the positions are recorded through the income statement. Generally, adjustments will be recorded in periods subsequent to the initial recognition if the taxing authority has completed an audit of the period or if the statute of limitation expires. Due to the inherent uncertainty in the estimation process and in consideration of the criteria of the accounting model, amounts recognized in the financial statements in periods subsequent to the initial recognition may significantly differ from the estimated exposure of the position under the accounting model. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the Act) was enacted into law. The Act provides for numerous significant tax law changes and modifications including the reduction of the U.S. federal corporate income tax rate from 35.0% to 21.0%, the requirement for companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and the creation of new taxes on certain foreign-sourced earnings. As a fiscal year-end taxpayer, certain provisions of the Act began to impact the Company in the third quarter of fiscal 2018, while other provisions became effective for the Company in fiscal 2019. In addition to the impacts of tax reform on fiscal 2018, the Act established new tax laws that were effective for fiscal 2019, including, but not limited to, (1) a new provision designed to tax low-taxed income of foreign subsidiaries (“GILTI”), which allows for the possibility of using foreign tax credits ("FTCs") and a deduction of up to 50% to offset the income tax liability (subject to some limitations); (2) limitations on the deductibility of certain executive compensation; (3) limitations on the deductibility of interest expense; and (4) limitations on the use of FTCs to reduce the U.S. income tax liability. While each of these provisions is expected to continue to have an impact on the Company's tax expense for future periods, the increase in tax expense for GILTI is the most significant. The FASB allows taxpayers to make an accounting policy election of either (1) treating taxes due on GILTI inclusions as a current-period expense when incurred or (2) recognizing deferred taxes for temporary basis differences that are expected to reverse as GILTI in future years. The Company has made a policy choice to include taxes due on the future GILTI inclusion in taxable income when incurred. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted into law in the U.S. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitation and technical corrections to tax depreciation methods for qualified improvement property. The Company continues to examine the impacts the CARES Act may have on its business. While several of these provisions are expected to impact the Company, the modifications to the net interest deduction limitation is expected to be the most significant. Cash and Cash Equivalents All highly liquid investments, including marketable securities with an original maturity to the Company of three months or less when acquired are considered to be cash equivalents. Derivative Instruments Derivative instruments are required to be recorded at fair value as either assets or liabilities in the Company's consolidated balance sheet. The Company's accounting policies for derivative instruments depends on whether the instrument has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. The Company does not apply hedge accounting to foreign currency forward contracts. Gains and losses associated with currency rate changes on forward contracts are recorded currently in income. These gains and losses have been immaterial to the Company's financial statements. 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. Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for probable losses on uncollectible accounts receivable resulting from the inability of its customers to make required payments, which is included in bad debt expense. The Company determines the adequacy of this allowance by routinely analyzing the composition of accounts receivable and evaluating customer creditworthiness, credit history, facts and circumstances specific to outstanding balances and current economic conditions. The allowance for doubtful accounts was not material as of March 31, 2020 or 2019. Inventories Inventories are valued at the lower of cost or net realizable value using the first-in, first-out method. The Company writes down its inventory for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. 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. In estimating reserves for obsolescence, the Company primarily evaluates estimates of demand over a 12-month period and provides reserves for inventory on hand in excess of the estimated 12-month demand. Estimates for projected 12-month demand are generally based on the average shipments of the prior three-month period, which are then annualized to adjust for any potential seasonality in the Company's business. The estimated 12-month demand is compared to the Company's most recently developed sales forecast to further reconcile the 12-month demand estimate. Management reviews and adjusts the estimates as appropriate based on specific situations. For example, demand can be adjusted up for new products for which historic sales are not representative of future demand. Alternatively, demand can be adjusted down to the extent any existing products are being replaced or discontinued. In periods where the Company's production levels are substantially below normal operating capacity, unabsorbed overhead production costs associated with the reduced production levels of the Company's manufacturing facilities are charged directly to cost of sales. Property, Plant and Equipment Property, plant and equipment are stated at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. The Company's property and equipment accounting policies incorporate estimates, assumptions and judgments relative to the useful lives of its property and equipment. Depreciation is provided for assets placed in service on a straight-line basis over the estimated useful lives of the relative assets, which range from 10 to 40 years for buildings and building improvements and 5 to 7 years for machinery and equipment. The Company evaluates the carrying value of its property and equipment when events or changes in circumstances indicate that the carrying value of such assets may be impaired. Asset impairment evaluations are, by nature, highly subjective. Leases The Company determines if an arrangement is a lease at its inception. Operating lease arrangements are comprised primarily of real estate and equipment agreements for which the right-of-use (“ROU”) assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued expenses and other current liabilities or other long-term liabilities in the condensed consolidated balance sheets. 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. The Company accounts for the lease and non-lease components as a single lease component. Senior and Junior Subordinated Convertible Debt The Company separately accounts for the liability and equity components of its senior and junior subordinated convertible debt in a manner that reflects its nonconvertible debt (unsecured debt) borrowing rate. This results in a bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in its consolidated statements of income. Lastly, the Company includes the dilutive effect of the shares of its common stock issuable upon conversion of the outstanding senior and junior subordinated convertible debt in its diluted income per share calculation regardless of whether the market price triggers or other contingent conversion features have been met. The Company applies the treasury stock method as it has the intent and ability to settle the principal amounts of the senior and junior subordinated convertible debentures in cash. This method results in incremental dilutive shares when the average market value of the Company's common stock for a reporting period exceeds the conversion prices per share and adjust as dividends are recorded in the future. Upon a de-recognition event such as a settlement or conversion, the Company estimates the fair value of the liability component and compares that to the carrying amount in order to calculate the appropriate amount of gain or loss. The remaining amounts paid or issued (in the case of non cash consideration in the form of shares of common stock) are recognized as a reduction of additional paid-in-capital. The fair value of the liability component is estimated using the current comparable borrowing rate for an otherwise identical non-convertible debt instrument. Defined Benefit Pension Plans The Company maintains defined benefit pension plans, covering certain of its foreign employees. For financial reporting purposes, net periodic pension costs and pension obligations are determined based upon a number of actuarial assumptions, including discount rates for plan obligations, and assumed rates of compensation increases for employees participating in plans. These assumptions are based upon management's judgment and consultation with actuaries, considering all known trends and uncertainties. Contingencies In the ordinary course of business, the Company is exposed to various liabilities as a result of contracts, product liability, customer claims 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 and disputes relating to the semiconductor industry are not uncommon, and the Company is, from time to time, subject to such litigation and disputes. As a result, no assurances can be given with respect to the extent or outcome of any such litigation or disputes in the future. 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, it 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, it 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, it uses the amount that is the low end of such range. Business Combinations All of the Company's business combinations are accounted for at fair value under the acquisition method of accounting. Under the acquisition method of accounting, (i) acquisition-related costs, except for those costs incurred to issue debt or equity securities, will be expensed in the period incurred; (ii) non-controlling interests will be valued at fair value at the acquisition date; (iii) in-process research and development will be recorded at fair value as an intangible asset at the acquisition date and amortized once the technology reaches technological feasibility; (iv) restructuring costs associated with a business combination will be expensed subsequent to the acquisition date; and (v) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date will be recognized through income tax |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Mar. 31, 2020 | |
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. |
Net Sales
Net Sales | 12 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Net Sales | Net Sales The following table represents the Company's net sales by product line (in millions): Year Ended March 31, 2020 2019 Microcontrollers $ 2,817.9 $ 2,921.9 Analog, interface, mixed signal and timing products 1,511.1 1,530.7 Field-programmable gate array products 373.5 303.8 Licensing, memory and other 571.7 593.1 Total net sales $ 5,274.2 $ 5,349.5 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): Year Ended March 31, 2020 2019 Distributors $ 2,626.9 $ 2,719.1 Direct customers 2,550.4 2,498.0 Licensees 96.9 132.4 Total net sales $ 5,274.2 $ 5,349.5 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 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 10 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 March 31, 2021 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 10 for the opening and closing balances of the Company's receivables. |
Geographic and Segment Informat
Geographic and Segment Information | 12 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Geographic and Segment Information | Geographic and 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 (in millions): Years ended March 31, 2020 2019 2018 Net Sales Gross Profit Net Sales Gross Profit Net Sales Gross Profit Semiconductor products $ 5,177.3 $ 3,145.2 $ 5,217.1 $ 2,798.9 $ 3,876.0 $ 2,315.9 Technology licensing 96.9 96.9 132.4 132.4 104.8 104.8 Total $ 5,274.2 $ 3,242.1 $ 5,349.5 $ 2,931.3 $ 3,980.8 $ 2,420.7 The Company sells its products to distributors and OEMs in a broad range of market segments, performs on-going credit evaluations of its customers and, as deemed necessary, may require collateral, primarily letters of credit. The Company's operations outside the U.S. consist of product assembly and final test facilities in Thailand, and sales and support centers and design centers in certain foreign countries. Domestic operations are responsible for the design, development and wafer fabrication of products, as well as the coordination of production planning and shipping to meet worldwide customer commitments. The Company's Thailand assembly and test facility is reimbursed in relation to value added with respect to assembly and test operations and other functions performed, and certain foreign sales offices receive compensation for sales within their territory. Accordingly, for financial statement purposes, it is not meaningful to segregate sales or operating profits for the assembly and test and foreign sales office operations. Identifiable long-lived assets (consisting of property, plant and equipment net of accumulated amortization and ROU assets) by geographic area are as follows (in millions): March 31, 2020 2019 United States $ 515.0 $ 521.1 Thailand 174.4 209.3 Various other countries 306.2 266.3 Total long-lived assets (1) $ 995.6 $ 996.7 (1) The amounts presented for March 31, 2020 include ROU assets of $119.5 million due to the adoption of ASC 842, Leases, under the retrospective cumulative effect adjustment transition method. The disclosures are not applicable for the fiscal year ended March 31, 2019 (see Note 11 , Leases , for further information). Sales to unaffiliated customers located outside the U.S., primarily in Asia and Europe, aggregated approximately 78% , 80% and 85% of consolidated net sales for fiscal 2020 , fiscal 2019 and fiscal 2018 , respectively. Sales to customers in Europe represented approximately 22% , 23% and 24% of consolidated net sales for fiscal 2020 , fiscal 2019 and fiscal 2018 , respectively. Sales to customers in Asia represented approximately 52% of consolidated net sales for each of fiscal 2020 and 2019 and approximately 58% of consolidated net sales during fiscal 2018 . Within Asia, sales into China represented approximately 21% , 22% and 30% of consolidated net sales for fiscal 2020 , 2019 and 2018 , respectively. Sales into Taiwan represented approximately 15% , 13% and 11% of consolidated net sales for fiscal 2020 , 2019 and 2018 , respectively. Sales into any other individual foreign country did not exceed 10% of the Company's net sales for any of the three years presented. With the exception of Arrow Electronics, the Company's largest distributor, which made up 10% of net sales, no other distributor or end customer accounted for more than 10% of net sales in fiscal 2020 and fiscal 2019 . In fiscal 2018 |
Special Charges and Other, Net
Special Charges and Other, Net | 12 Months Ended |
Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Special Charges and Other, Net | Special Charges and Other, Net The following table summarizes activity included in the " special charges and other, net " caption on the Company's consolidated statements of income (in millions): Year Ended March 31, 2020 2019 2018 Restructuring Employee separation costs $ 6.0 $ 65.3 $ 1.2 Gain on sale of assets (1.5 ) — (4.4 ) Impairment charges 3.2 3.6 — Contract exit costs 13.4 (4.7 ) 0.7 Other 9.9 (0.3 ) — Legal contingencies 15.7 (30.2 ) — Non-restructuring contract exit costs and other — — 20.0 Total $ 46.7 $ 33.7 $ 17.5 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 fiscal year ended March 31, 2020 , the Company incurred costs of $18.0 million associated with restructuring certain of its wafer fabrication operations primarily consisting of $8.2 million in contract exit costs, $6.6 million in other relocation costs and $2.5 million in asset impairment charges. 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 fiscal year ended March 31, 2020 and March 31, 2019 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 the fiscal year ended March 31, 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. During the fiscal year ended March 31, 2020 , the Company incurred $15.7 million of net charges related to legal settlements, for which the majority of the cash settlement occurred early in the fiscal year ended March 31, 2021. During the fiscal year ended March 31, 2018, the Company incurred expenses including non-restructuring contract exit costs of $19.5 million for fees associated with transitioning from the public utility provider in Oregon to a lower cost direct access provider. The fee is paid monthly and will depend on the amount of actual energy consumed by the Company's wafer fabrication facility in Oregon over the subsequent five -year period. In connection with the transition to a direct access provider, the Company signed a ten -year supply agreement to purchase monthly amounts of energy that are less than the current average usage and priced on a per mega watt hour published index rate in effect at those future dates. Also during the fiscal year ended March 31, 2018, the Company incurred $1.2 million of employee separation costs in connection with the acquisition of Atmel and completed the sale of an asset it acquired as part of its acquisition of Micrel for proceeds of $10.0 million resulting in a gain of $4.4 million . All of the Company's restructuring activities occurred in its semiconductor products segment. The Company incurred $111.6 million in costs since the start of the fiscal year ended March 31, 2017 in connection with employee separation activities, of which $6.0 million , $65.3 million and $1.2 million were incurred during the fiscal years ended March 31, 2020 , 2019 and 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 $53.5 million in costs in connection with contract exit activities since the start of the fiscal year ended March 31, 2017 which includes expense of $13.4 million and $0.7 million for the fiscal years ended March 31, 2020 and March 31, 2018 , respectively, compared to income of $4.7 million for the fiscal year ended March 31, 2019 . The following is a roll forward of accrued restructuring and other exit cost charges for the fiscal years ended March 31, 2020 and March 31, 2019 (in millions): Restructuring Non-Restructuring Employee Separation Costs Exit Costs Exit Costs Total Balance at March 31, 2018 $ 0.8 $ 27.3 $ 19.1 $ 47.2 Additions due to Microsemi acquisition 10.4 9.0 — 19.4 Charges 48.9 (4.7 ) — 44.2 Payments (47.1 ) (13.1 ) (4.1 ) (64.3 ) Non-cash - Other — 0.7 0.7 1.4 Changes in foreign exchange rates (0.1 ) — — (0.1 ) Balance at March 31, 2019 $ 12.9 $ 19.2 $ 15.7 $ 47.8 Charges 6.0 13.4 — 19.4 Payments (11.6 ) (5.2 ) (4.3 ) (21.1 ) Non-cash - Other (1.2 ) (8.7 ) 0.6 (9.3 ) Effect of adoption of ASC 842 — (12.5 ) — (12.5 ) Balance at March 31, 2020 $ 6.1 $ 6.2 $ 12.0 $ 24.3 Current $ 7.9 Non-current 16.4 Total $ 24.3 The liability for restructuring and other exit costs of $24.3 million is included in accrued liabilities and other long-term liabilities, on the Company's consolidated balance sheets as of March 31, 2020 |
Net Income Per Common Share
Net Income Per Common Share | 12 Months Ended |
Mar. 31, 2020 | |
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): Year Ended March 31, 2020 2019 2018 Net income $ 570.6 $ 355.9 $ 255.4 Basic weighted average common shares outstanding 238.9 236.2 232.9 Dilutive effect of stock options and RSUs 3.4 3.8 4.4 Dilutive effect of 2007 Junior Convertible Debt — — 1.3 Dilutive effect of 2015 Senior Convertible Debt 13.7 9.9 10.3 Dilutive effect of 2017 Senior Convertible Debt 0.1 — — Dilutive effect of 2017 Junior Convertible Debt 0.1 — — Diluted weighted average common shares outstanding 256.2 249.9 248.9 Basic net income per common share $ 2.39 $ 1.51 $ 1.10 Diluted net income per common share $ 2.23 $ 1.42 $ 1.03 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 fiscal years ended March 31, 2020 , 2019 and 2018 . Diluted weighted average common shares outstanding for fiscal 2020 , 2019 and 2018 includes 13.7 million shares, 9.9 million shares and 10.3 million shares, respectively, issuable upon the exchange of the Company's 2015 Senior Convertible Debt. Diluted weighted average common shares outstanding for fiscal 2020 includes 0.1 million shares issuable upon the exchange of each of the Company's 2017 Senior Convertible Debt and the 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 fiscal 2019 and fiscal 2018 . Diluted weighted average common shares outstanding for fiscal 2018 includes 1.3 million shares, issuable upon the exchange of the Company's 2007 Junior Convertible Debt, which was fully settled as of December 31, 2017. 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 7 Debt for details on the convertible debt): Year Ended March 31, 2020 2019 2018 2007 Junior Convertible Debt (1) $ 23.59 2015 Senior Convertible Debt $ 61.80 $ 62.86 $ 63.94 2017 Senior Convertible Debt $ 96.37 $ 98.03 $ 99.71 2017 Junior Convertible Debt $ 94.68 $ 96.31 $ 97.96 (1) No longer outstanding as of December 31, 2017. |
Debt
Debt | 12 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt obligations included in the consolidated balance sheets consisted of the following (in millions): Coupon Interest Rate Effective Interest Rate Fair Value of Liability Component at Issuance (1) March 31, 2020 2019 Senior Secured Indebtedness Revolving Credit Facility $ 2,388.5 $ 3,266.5 Term Loan Facility 1,723.5 1,911.5 Bridge Loan Facility 615.0 — 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 6,727.0 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% $916.8 1,110.0 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 3,866.3 4,481.3 Gross long-term debt including current maturities 10,593.3 11,659.3 Less: Debt discount (2) (1,043.2 ) (1,268.7 ) Less: Debt issuance costs (3) (67.9 ) (83.6 ) Net long-term debt including current maturities 9,482.2 10,307.0 Less: Current maturities (4) (608.8 ) (1,360.8 ) Net long-term debt $ 8,873.4 $ 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): March 31, 2020 2019 Bridge Loan Facility $ (3.1 ) $ — 2023 Notes (3.5 ) (4.4 ) 2021 Notes (2.1 ) (3.8 ) 2017 Senior Convertible Debt (504.2 ) (561.9 ) 2015 Senior Convertible Debt (192.9 ) (351.4 ) 2017 Junior Convertible Debt (337.4 ) (347.2 ) Total unamortized discount $ (1,043.2 ) $ (1,268.7 ) (3) Debt issuance costs consist of the following (in millions): March 31, 2020 2019 Revolving Credit Facility $ (14.6 ) $ (14.7 ) Term Loan Facility (14.6 ) (19.4 ) Bridge Loan Facility (3.1 ) — 2023 Notes (7.7 ) (10.2 ) 2021 Notes (4.8 ) (8.8 ) 2017 Senior Convertible Debt (13.0 ) (14.5 ) 2015 Senior Convertible Debt (7.0 ) (12.8 ) 2017 Junior Convertible Debt (3.1 ) (3.2 ) Total debt issuance costs $ (67.9 ) $ (83.6 ) (4) As of March 31, 2020 , current maturities include the Bridge Loan Facility. As of March 31, 2019 , current maturities consists of the liability component of the 2015 Senior Convertible Debt , as the debentures were convertible. Expected maturities relating to the Company’s debt obligations as of March 31, 2020 are as follows (in millions): Fiscal year ending March 31, Expected Maturities 2021 $ 615.0 2022 1,000.0 2023 — 2024 3,388.5 2025 1,110.0 Thereafter 4,479.8 Total $ 10,593.3 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, the Bridge Loan 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 Bridge Loan 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, the Bridge Loan 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 March 31, 2020 Conversion Rate Approximate Conversion Price Incremental Share Factor Maximum Conversion Rate 2017 Senior Convertible Debt (1) 10.4562 $ 95.64 5.2281 14.9001 2015 Senior Convertible Debt (1) 16.3058 $ 61.33 8.1529 22.8280 2017 Junior Convertible Debt (1) 10.6430 $ 93.96 5.3215 14.9001 (1) As of March 31, 2020 , the 2017 Senior Convertible Debt, the 2015 Senior Convertible Debt and the 2017 Junior Convertible Debt were not convertible. As of March 31, 2020 , the 2015 Senior Convertible Debt had a value if converted above par of $175.7 million . 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): Year Ended March 31, 2020 2019 2018 Debt issuance amortization $ 13.2 $ 12.9 $ 3.1 Debt discount amortization 2.9 2.2 — Interest expense 277.6 291.8 6.6 Total interest expense on Senior Secured Indebtedness 293.7 306.9 9.7 Debt issuance amortization 3.9 3.6 3.5 Debt discount amortization 118.8 112.4 106.1 Coupon interest expense 77.2 77.1 77.3 Total interest expense on Convertible Debt 199.9 193.1 186.9 Other interest expense 3.7 2.9 2.4 Total interest expense $ 497.3 $ 502.9 $ 199.0 The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 6.9 years , 4.9 years , and 16.9 years for the 2017 Senior Convertible Debt , 2015 Senior Convertible Debt and 2017 Junior Convertible Debt , respectively. In March 2020, the Company settled, in privately negotiated transactions that are accounted for as induced conversions, $615.0 million aggregate principal amount of its 2015 Senior Convertible Debt for $615.0 million in cash and 5.2 million shares of the Company's common stock valued at $351.8 million for total consideration of $966.8 million , of which $460.4 million was allocated to the fair value of the liability component and $461.1 million was allocated to the reacquisition of the equity component. The consideration was allocated to the liability and equity components using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument prior to the exchange, resulting in a net loss on inducement and settlement of debt of $3.4 million . In addition, the Company also entered into a 364 -Day Senior Secured Bridge Agreement (as further explained below) in an aggregate principal amount of $615.0 million , the proceeds of which was used to finance substantially all of the cash portion of its 2015 Senior Convertible Debt exchange transaction. Following the settlement transaction, $1.11 billion in aggregate principal amount of the Company's 2015 Senior Convertible Debt remained outstanding as of March 31, 2020 . In November 2017, the Company called for redemption $14.6 million in principal value of the remaining outstanding 2007 Junior Subordinated Convertible Debt (2007 Junior Convertible Debt) with an effective redemption date of December 15, 2017 for which substantially all holders submitted requests to convert. Prior to the call, conversion requests were received in both the second and third quarters of fiscal 2018. Total conversions for fiscal 2018 were for a principal amount of $32.5 million for which the Company settled the principal amount in cash and issued 0.5 million shares of its common stock in respect of the conversion value in excess of the principal amount for the conversions occurring prior to the redemption notice and $41.0 million in cash for the conversion value in excess of the principal amount for the conversion requests received after the notice of redemption. A loss on total conversions was recorded for $2.2 million . In June 2017, the Company exchanged, in privately negotiated transactions, $111.3 million aggregate principal amount of its 2007 Junior Convertible Debt for (i) $111.3 million principal amount of 2017 Junior Convertible Debt with a market value of $119.3 million plus (ii) the issuance of 3.2 million shares of the Company's common stock with a value of $254.6 million , of which $56.3 million was allocated to the fair value of the liability and $321.1 million was allocated to the reacquisition of the equity component for total consideration of $374.0 million . The transaction resulted in a loss on settlement of the 2007 Junior Convertible Debt of approximately $13.8 million , which represented the difference between the fair value of the liability component at time of repurchase and the sum of the carrying values of the debt component and any unamortized debt issuance costs. The debt discount on the new 2017 Junior Convertible Debt was the difference between the par value and the fair value of the debt resulting in a debt discount of $55.1 million which will be amortized to interest expense using the effective interest method over the term of the debt. In February 2017, the Company issued the 2017 Senior Convertible Debt and 2017 Junior Convertible Debt for net proceeds of $2.04 billion and $567.7 million , respectively. In connection with the issuance of these instruments, the Company incurred issuance costs of $33.7 million , of which $17.8 million and $3.4 million was recorded as convertible debt issuance costs related to the 2017 Senior Convertible Debt and 2017 Junior Convertible Debt, respectively, and will be amortized using the effective interest method over the term of the debt. The balance of $12.5 million in fees was recorded to equity. Interest on both instruments is payable semi-annually on February 15 and August 15 of each year. In February 2015, the Company issued the 2015 Senior Convertible Debt for net proceeds of approximately $1.69 billion . In connection with the issuance, the Company incurred issuance costs of $30.3 million , of which $20.4 million was recorded as debt issuance costs and will be amortized using the effective interest method over the term of the debt. The balance of $9.9 million was recorded to equity. The Company utilized the proceeds from the issuances of the 2017 Senior Convertible Debt , 2017 Junior Convertible Debt, and 2015 Senior Convertible Debt to reduce amounts borrowed under its Credit Facility and to settle a portion of the 2007 Junior Convertible Debt in privately negotiated transactions. In February 2017 and February 2015, the Company settled $431.3 million and $575.0 million , respectively, in aggregate principal of its 2007 Junior Convertible Debt. The February 2015 repurchase consisted solely of cash. In February 2017, the Company used cash of $431.3 million and an aggregate of 12.0 million in shares of the Company's common stock valued at $862.7 million for total consideration of $1.29 billion to repurchase $431.3 million of the 2007 Junior Convertible Debt, of which $188.0 million was allocated to the liability component and $1.11 billion was allocated to the equity component. In addition, in February 2017, there was an inducement fee of $5.0 million which was recorded in the consolidated statements of income in loss on settlement of debt . The consideration transferred in February 2015 was $1.13 billion , of which $238.3 million was allocated to the liability component and $896.3 million was allocated to the equity component. In the case of both settlements of the 2007 Junior Convertible Debt, the consideration was allocated to the liability and equity components using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt prior to the retirement. The transactions resulted in a loss on settlement of debt of approximately $43.9 million and $50.6 million in fiscal 2017 and fiscal 2015, respectively, which represented, in each case, the difference between the fair value of the liability component at time of repurchase and the sum of the carrying values of the debt component and any unamortized debt issuance costs. 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. 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. 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 March 2020 and September 2019, the Company amended the Company's Credit Agreement to, among other things, amend certain negative covenants, including covenants that restrict the Company and its subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens and enter into certain restrictive agreements. The amendments provide the Company the ability to finance a Convertible Notes repurchase not to exceed $1.0 billion with secured debt, and the ability to factor receivables and certain related assets as further explained below. In addition, the amendments 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 amendments reduced the commitments for the Revolving Credit Facility thereunder to $3.57 billion from $3.60 billion . In connection with the fiscal 2020 amendments of the Credit Agreement, the Company incurred issuance costs of $3.9 million , which will be amortized using the effective interest method over the remaining 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 effect a refinancing or replacement of the initial Term Loans or payoff of other indebtedness and may not have a maturity date that is prior to the maturity date of the Term Loans or Revolving Commitments being refinanced. 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 of 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 of May 29, 2018, 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 fiscal 2020 , 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. The maximum Total Leverage Ratio (capitalized terms not otherwise defined in this Form 10-K have the meaning of the defined terms in the applicable agreements), measured quarterly, cannot exceed (a) 6.00 to 1.00 for any such period ended on or after the Second Amendment Effective Date of March 21, 2020 to (but excluding) the first anniversary of the Second Amendment Effective Date, (b) 5.75 to 1.00 for any such period ended on or after the first anniversary of the Second Amendment Effective Date to (but excluding) the second anniversary of the Second Amendment Effective Date to (but excluding) the second anniversary or the Second Amendment Effective Date and (c) 5.25 to 1.00 for any such period ended on or after the second anniversary of the Second Amendment Effective 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 on or after the Second Amendment Effective Date to (but excluding) the first anniversary of the Second Amendment Effective Date, (b) 4.25 to 1.00 for any such period ended on or after the first anniversary of the Second Amendment Effective Date to (but excluding) the second anniversary of the Second Amendment Effective Date and (c) 3.75 to 1.00 for any such period ended on or after the second anniversary of the Second Amendment Effective 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. At March 31, 2020 , the Company was in compliance with these financial covenants. 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. Bridge Facility On March 27, 2020, the Company entered into 364-Day Senior Secured Bridge Agreement (the "Bridge Credit Agreement") for an aggregate principal amount of $615.0 million to finance the cash portion of its 2015 Convertible Debt exchange transaction. The Bridge Credit Agreement provides for a term loan facility (the "Bridge Loan Facility"), which bears interest at the base rate plus a spread of 0.75% , or an adjusted LIBOR rate (based on one, two, three or six-month interest periods) plus a spread of 1.75% , in each case, increasing by 0.50% on the date that is 90 days following the closing date and by an additional 0.50% at the end of each 90-day period thereafter. If the Company has not repaid 50% of the aggregate principal amount of the Term Loans borrowed at closing (the “Reference Amount”) by June 20, 2020, the Company must pay the lenders a fee equal to 0.50% of the Reference Amount. The Company must also pay a fee equal to 0.50% of the aggregate principal amount of the Term Loans held by the lenders on each of September 20, 2020, and December 20, 2020. The Bridge Loan Facility matures 364 days after closing, at which time all outstanding principal and accrued and unpaid interest become due and payable. In connection with such borrowings, the Company incurred issuance costs of $6.2 million , which will be amortized using the effective interest method over the term of the debt. The Company's obligations under the Bridge Credit Agreement are guaranteed by certain of its subsidiaries meeting materiality thresholds set forth in the Bridge Credit Agreement. To secure the Company's obligations under the Bridge 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 of its assets subject to certain exceptions and limitations. The Bridge Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company’s 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 Bridge Credit Agreement also requires the Company to maintain compliance with (a) a consolidated Total Leverage Ratio of not greater than 6.00 to 1.00 for any four fiscal quarter period ended on or after the effective date of March 27, 2020 to, but excluding, the first anniversary of the effective date; (b) a consolidated Senior Leverage Ratio of not greater than 4.75 to 1.00 for any four fiscal quarter period ended on or after the effective date to, but excluding the first anniversary of the effective date; and (c) a consolidated Interest Coverage Ratio of not less than 3.25 to 1.00 for any four fiscal quarter period, each determined in accordance with the terms of the Bridge Credit Agreement. 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 senior leverage ratio is calculated as Consolidated Senior Indebtedness to Consolidated EBIDTA for four consecutive quarters. At March 31, 2020 , the Company was in compliance with these financial covenants. The Bridge 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 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 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, term loan facility and bridge 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, term loan facility and bridge loan facility at March 31, 2020 approximated the carrying value excluding debt discounts and 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 March 31, 2020 and March 31, 2019 (in millions). March 31, 2020 2019 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Revolving Credit Facility $ 2,373.9 $ 2,388.5 $ 3,251.8 $ 3,266.5 Term Loan Facility $ 1,708.9 $ 1,723.5 $ 1,892.1 $ 1,911.5 Bridge Loan Facility $ 608.8 $ 615.0 $ — $ — 2023 Senior Secured Notes $ 988.8 $ 990.0 $ 985.4 $ 1,020.1 2021 Senior Secured Notes $ 993.1 $ 985.0 $ 987.4 $ 1,008.1 2017 Senior Convertible Debt $ 1,552.8 $ 2,130.3 $ 1,493.6 $ 2,285.4 2015 Senior Convertible Debt $ 910.1 $ 1,601.8 $ 1,360.8 $ 2,810.6 2017 Junior Convertible Debt $ 345.8 $ 656.2 $ 335.9 $ 740.8 (1) The carrying amounts presented are net of debt discounts and debt issuance costs (see Note 7 Debt for further information). |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets consist of the following (in millions): March 31, 2020 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 7,331.9 $ (1,924.6 ) $ 5,407.3 Customer-related 903.6 (674.7 ) 228.9 In-process research and development 8.8 — 8.8 Distribution rights and other 126.0 (68.7 ) 57.3 Total $ 8,370.3 $ (2,668.0 ) $ 5,702.3 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 fiscal 2021 through fiscal 2025 , absent any future acquisitions or impairment charges (in millions): Fiscal Year Ending March 31, Projected Amortization Expense 2021 $ 985.8 2022 $ 903.3 2023 $ 693.1 2024 $ 617.6 2025 $ 501.4 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): Year Ended March 31, 2020 2019 2018 Amortization expense charged to cost of sales $ 8.9 $ 9.6 $ 6.1 Amortization expense charged to operating expense 1,037.8 686.2 486.1 Total amortization expense $ 1,046.7 $ 695.8 $ 492.2 The Company recognized impairment charges of $2.2 million , $3.1 million and $0.5 million in fiscal 2020 , 2019 and 2018 , respectively. The impairment charges of $3.1 million in fiscal 2019 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 the changes in the combined product roadmaps after the acquisition of Microsemi that affected the use and life of these assets. Goodwill activity for fiscal 2020 and fiscal 2019 was as follows (amounts in millions): Semiconductor Products Reporting Unit Technology Licensing Reporting Unit Balance at March 31, 2018 $ 2,279.8 $ 19.2 Additions due to the acquisition of Microsemi 4,364.9 — Balance at March 31, 2019 $ 6,644.7 $ 19.2 Additions 0.9 — Balance at March 31, 2020 $ 6,645.6 $ 19.2 At March 31, 2020 , 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 March 31, 2020 , the Company has never recorded an impairment charge against its goodwill balance. |
Other Financial Statement Detai
Other Financial Statement Details | 12 Months Ended |
Mar. 31, 2020 | |
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): March 31, 2020 2019 Trade accounts receivable $ 924.1 $ 875.8 Other 14.8 6.8 Total accounts receivable, gross 938.9 882.6 Less allowance for doubtful accounts 4.9 2.0 Total accounts receivable, net $ 934.0 $ 880.6 Inventories The components of inventories consist of the following (in millions): March 31, 2020 2019 Raw materials $ 92.3 $ 74.5 Work in process 441.7 413.0 Finished goods 151.7 224.2 Total inventories $ 685.7 $ 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): March 31, 2020 2019 Land $ 83.4 $ 83.4 Building and building improvements 659.5 647.6 Machinery and equipment 2,123.1 2,095.5 Projects in process 100.1 119.2 Total property, plant and equipment, gross 2,966.1 2,945.7 Less accumulated depreciation and amortization 2,090.0 1,949.0 Total property, plant and equipment, net $ 876.1 $ 996.7 Depreciation expense attributed to property, plant and equipment was $168.9 million , $180.6 million and $123.7 million for the fiscal years ending March 31, 2020 , 2019 and 2018 , respectively. Accrued Liabilities Accrued liabilities consists of the following (in millions): March 31, 2020 2019 Accrued compensation and benefits $ 137.5 $ 133.2 Income taxes payable 38.0 46.9 Sales related reserves 353.0 366.9 Current portion of lease liabilities 44.5 — Accrued expenses and other liabilities 208.8 240.3 Total accrued liabilities $ 781.8 $ 787.3 |
Leases
Leases | 12 Months Ended |
Mar. 31, 2020 | |
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 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 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 consolidated balance sheets. There are certain immaterial finance leases recorded in the 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 total lease expense are as follows (in millions): Year Ended March 31, 2020 Operating lease expense $ 50.8 Variable lease expense 10.8 Short-term lease expense 8.8 Total lease expense $ 70.4 The Company's leases are included as a component of the following balance sheet lines (in millions): March 31, 2020 Other assets: Right-of-use assets $ 119.5 Total lease assets $ 119.5 Accrued liabilities: Current portion of lease liabilities $ 44.5 Other long-term liabilities: Non-current portion of lease liabilities 94.7 Total lease liabilities $ 139.2 As of March 31, 2020, there are additional operating lease commitments of approximately $9.0 million that have not yet commenced. The following table presents the maturities of lease liabilities as of March 31, 2020 (in millions): Fiscal year ending March 31, Operating Leases 2021 $ 49.2 2022 41.9 2023 22.8 2024 12.2 2025 8.2 Thereafter 18.9 Total lease payments $ 153.2 Less: Imputed lease interests 14.0 Total lease liabilities $ 139.2 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: As of March 31, 2020 Weighted average remaining lease-term 4.4 years 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 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 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 consolidated balance sheets. There are certain immaterial finance leases recorded in the 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 total lease expense are as follows (in millions): Year Ended March 31, 2020 Operating lease expense $ 50.8 Variable lease expense 10.8 Short-term lease expense 8.8 Total lease expense $ 70.4 The Company's leases are included as a component of the following balance sheet lines (in millions): March 31, 2020 Other assets: Right-of-use assets $ 119.5 Total lease assets $ 119.5 Accrued liabilities: Current portion of lease liabilities $ 44.5 Other long-term liabilities: Non-current portion of lease liabilities 94.7 Total lease liabilities $ 139.2 As of March 31, 2020, there are additional operating lease commitments of approximately $9.0 million that have not yet commenced. The following table presents the maturities of lease liabilities as of March 31, 2020 (in millions): Fiscal year ending March 31, Operating Leases 2021 $ 49.2 2022 41.9 2023 22.8 2024 12.2 2025 8.2 Thereafter 18.9 Total lease payments $ 153.2 Less: Imputed lease interests 14.0 Total lease liabilities $ 139.2 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: As of March 31, 2020 Weighted average remaining lease-term 4.4 years Weighted average discount rate 4.6 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Obligations The Company has agreements for the purchase of property, plant and equipment and other goods and services including outstanding purchase commitments with the Company's wafer foundries. Commitments for construction or purchases of property, plant and equipment totaled $20.4 million as of March 31, 2020, all of which will be due within the next year. Other purchase obligations and commitments totaled approximately $135.2 million, which includes outstanding purchase commitments with the Company's wafer foundries and other suppliers, for delivery in fiscal 2021. Indemnification Contingencies 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 $168.1 million . There are some licensing agreements in place that do not specify indemnification limits. As of March 31, 2020 , 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. Legal Matters 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, which motion was granted in part and denied in part on March 11, 2020. Defendants filed their answer on April 24, 2020. 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 was filed on February 28, 2020. Defendants filed their motions to dismiss the amended complaint on April 24, 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. In March 2020, the parties settled this matter, and the matter was later dismissed with prejudice. 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 $203 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 filed individual labor actions against Atmel Rousset in a French labor court, and in 2019 a French labor court dismissed all of the employees’ claims against Atmel Rousset. Plaintiffs have filed appeals requesting reconsideration of the earlier dismissals. Furthermore, these same claims have been filed by this same group of employees in a regional court in France against Microchip Technology Incorporated and Atmel Corporation. The Company , and the other defendant entities, believe 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 any of these entities is based substantially on the same specious arguments that the Paris Commercial Court summarily rejected in 2014 in related proceedings. The defendant entities therefore intend 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. 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 March 31, 2020 , the Company's estimate of the aggregate potential liability that is possible but not probable is approximately $100 million in excess of amounts accrued. As reported in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2019, the Company learned of an ongoing compromise of its computer networks by what is believed to be sophisticated hackers. The Company engaged experienced legal counsel and a leading forensic investigatory firm with experience in such matters. The Company took steps to identify malicious activity on its network including a compromise of its network and, in May 2019, the Company began implementing a containment plan. The Company routinely evaluates the effectiveness of the containment mechanisms that were implemented and continues to implement additional measures from time to time. The Company has analyzed the amount and content of the information that was compromised. The Company does not believe that this IT system compromise has had a material adverse effect on its business or resulted in any material damage to it. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax provision consists of the following (amounts in millions): Year Ended March 31, 2020 2019 2018 Pretax (loss) income: U.S. $ (485.2 ) $ (593.4 ) $ (127.3 ) Foreign 635.6 797.9 864.6 $ 150.4 $ 204.5 $ 737.3 Current (benefit) expense: U.S. Federal $ 21.1 $ (98.0 ) $ 369.4 State 1.0 (5.3 ) 0.5 Foreign 48.0 14.1 60.8 Total current (benefit) expense $ 70.1 $ (89.2 ) $ 430.7 Deferred expense (benefit): U.S. Federal $ (127.8 ) $ 11.9 $ 82.5 State (13.2 ) 0.6 0.1 Foreign (349.3 ) (74.7 ) (31.4 ) Total deferred (benefit) expense (490.3 ) (62.2 ) 51.2 Total Income tax (benefit) provision $ (420.2 ) $ (151.4 ) $ 481.9 On December 22, 2017, the Act was enacted into law. The Act provides for numerous significant tax law changes and modifications including the reduction of the U.S. federal corporate income tax rate from 35.0% to 21.0%, the requirement for companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and the creation of new taxes on certain foreign-sourced earnings. The Company intends to invest substantially all of its foreign subsidiary earnings, as well as its capital in its foreign subsidiaries, indefinitely outside of the U.S. in those jurisdictions in which the Company would incur significant, additional costs upon repatriation of such amounts. It is not practical to estimate the additional tax that would be incurred, if any, if the permanently reinvested earnings were repatriated. The provision for income taxes differs from the amount computed by applying the statutory federal tax rate to income before income taxes. The sources and tax effects of the differences in the total income tax provision are as follows (amounts in millions): Year Ended March 31, 2020 2019 2018 Computed expected income tax provision $ 31.5 $ 43.0 $ 232.6 State income taxes, net of federal benefit (5.4 ) (8.7 ) (1.3 ) Foreign income taxed at lower than the federal rate (78.8 ) (94.0 ) (208.8 ) Impact of the Act - one-time transition tax, net of foreign tax credits — 13.1 653.7 Impact of the Act - deferred tax effects, net of valuation allowance — — (136.7 ) GILTI and foreign-derived intangible income ("FDII"), net of credits 54.7 95.4 — Business realignment of intellectual property rights (334.8 ) (90.6 ) — Increases related to current year tax positions 20.1 9.0 32.0 Decreases related to prior year tax positions (1) (28.5 ) (75.1 ) (11.3 ) Share-based compensation (11.1 ) (13.3 ) (27.2 ) Research and development tax credits (40.8 ) (27.5 ) (17.0 ) Intercompany prepaid tax asset amortization — 5.2 7.4 Foreign exchange (0.9 ) 4.6 (20.5 ) Other 2.4 (2.6 ) (0.5 ) Change in valuation allowance (28.6 ) (9.9 ) (20.5 ) Total income tax provision (benefit) $ (420.2 ) $ (151.4 ) $ 481.9 (1) The release of prior year tax positions during fiscal 2020 increased the basic and diluted net income per common share by $0.12 and $0.11 , respectively. The release of prior year tax positions during fiscal 2019 increased the basic and diluted net income per common share by $0.32 and $0.30 , respectively. The release of prior year tax positions during fiscal 2018 increased the basic and diluted net income per common share by $0.05 . The foreign tax rate differential benefit primarily relates to the Company's operations in Thailand, Malta and Ireland. The Company's Thailand manufacturing operations are currently subject to numerous tax holidays granted to the Company based on its investment in property, plant and equipment in Thailand. The Company's tax holiday periods in Thailand expire between fiscal 2022 and 2026, however, the Company actively seeks to obtain new tax holidays. The Company does not expect the future expiration of any of its tax holiday periods in Thailand to have a material impact on its effective tax rate. Microsemi was previously granted a tax holiday in Malaysia, which expired in December 2019. The aggregate dollar benefit derived from these tax holidays approximated $11.4 million and $6.2 million in fiscal 2020 and fiscal 2018 , respectively, compared to aggregate dollar expense derived from these tax holidays of approximately $0.1 million in fiscal 2019 . The impact of the tax holidays during fiscal 2020 increased the basic and diluted net income per common share by $0.05 and $0.04 , respectively. The impact of the tax holidays during fiscal 2018 increased the basic and diluted net income per common share by $0.03 and $0.02 , respectively. There was no such impact of the tax holidays on the basic and diluted net income per common share during fiscal 2019 . The Company's effective tax rate for fiscal 2020 includes a $334.8 million tax benefit related to intra-group transfers of certain intellectual property rights, which reduced its effective tax rate by 222.9% . The tax benefit for the intra-group asset transfers was primarily made up of $78.0 million recorded as a deferred tax asset which represents the book and tax basis difference on the transferred assets measured based on the new applicable statutory tax rate, as well as, the reversal of the pre-existing deferred tax liability of $259.9 million , which represents the book and tax basis difference on the transferred assets measured based on applicable statutory tax rate prior to the transfer. The Company expects to be able to realize the future tax benefit of the deferred tax assets resulting from the intra-group asset transfers. It is not uncommon for taxing authorities of different countries to have conflicting views, for instance, with respect to, among other things, the manner in which the arm’s length standard is applied with respect to the valuation of intellectual property rights. The taxing authorities of jurisdictions in which the Company operates may challenge its methodologies for valuing the intellectual property rights transferred, which could increase the Company's future effective income tax rate and harm future results of operations. The tax effects of temporary differences that give rise to significant portions of the Company's deferred tax assets and deferred tax liabilities are as follows (amounts in millions): March 31, 2020 2019 Deferred tax assets: Inventory valuation $ 48.5 $ 45.0 Net operating loss carryforward 74.8 94.3 Capital loss carryforward 9.4 9.6 Share-based compensation 39.8 42.4 Income tax credits 351.1 376.5 Property, plant and equipment 31.7 23.6 Accrued expenses and other 80.4 91.4 Intangible assets 1,694.8 1,608.1 Lease liabilities 20.2 — Other 14.0 12.6 Gross deferred tax assets 2,364.7 2,303.5 Valuation allowances (303.5 ) (332.1 ) Deferred tax assets, net of valuation allowances 2,061.2 1,971.4 Deferred tax liabilities: Convertible debt (228.7 ) (279.3 ) Intangible assets (365.1 ) (721.0 ) ROU assets (24.3 ) — Other (13.1 ) — Deferred tax liabilities (631.2 ) (1,000.3 ) Net deferred tax asset $ 1,430.0 $ 971.1 Reported as: Non-current deferred tax assets $ 1,748.5 $ 1,677.2 Non-current deferred tax liability (318.5 ) (706.1 ) Net deferred tax asset $ 1,430.0 $ 971.1 In assessing whether it is more likely than not that deferred tax assets will be realized, the Company considers all available evidence, both positive and negative, including its recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carryback and carryforward periods available for tax reporting purposes, and prudent and feasible tax planning strategies. A summary of additions and deductions related to the valuation allowance for deferred tax asset accounts for the years ended March 31, 2020 , 2019 and 2018 follows (amounts in millions): Balance at Beginning of Year Additions Charged to Costs and Expenses Additions Charged to Other Accounts Deductions Balance at End of Year Valuation allowance for deferred tax assets: Fiscal 2020 $ 332.1 $ 26.0 $ — $ (54.6 ) $ 303.5 Fiscal 2019 $ 204.5 $ 16.2 $ 175.8 $ (64.4 ) $ 332.1 Fiscal 2018 $ 210.1 $ 36.2 $ — $ (41.8 ) $ 204.5 The Company had federal, state and foreign NOL carryforwards with an estimated tax effect of $74.8 million available at March 31, 2020 . The federal, state and foreign NOL carryforwards expire at various times between fiscal 2021 and fiscal 2040 , of which a portion of the NOL carryforwards do not expire. The Company had state tax credits of $168.2 million available at March 31, 2020 . These state tax credits expire at various times between fiscal 2021 and fiscal 2040 . The Company had capital loss carryforwards with an estimated tax effect of $ 9.4 million available at March 31, 2020 . These capital loss carryforwards begin to expire in fiscal 2021. The Company had foreign tax credits of $4.1 million available at March 31, 2020 . These foreign tax credits begin to expire in fiscal 2022 . The Company had credits for increasing research activity in the amount of $104.1 million available at March 31, 2020 . These credits begin to expire in fiscal 2021. The Company had U.S. prior year minimum tax credits in the amount of $9.2 million available at March 31, 2020 . The Company had refundable tax credits in foreign jurisdictions of $45.1 million available at March 31, 2020 . The Company had withholding tax credits in foreign jurisdictions of $20.4 million available at March 31, 2020 . These credits expire at various times between fiscal 2022 and fiscal 2024. The Company recognizes interest and penalties related to unrecognized tax benefits through income tax expense. The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. 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 effectively 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. Significant judgment is required in evaluating the Company's uncertain tax positions and determining its provision for income taxes. Although the Company believes that it has appropriately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different than expectations. The Company will adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate, the closing of a statutory audit period or changes in applicable tax law. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences would impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to the reserves that are considered appropriate, as well as related net interest. The Company recognizes liabilities for anticipated tax audit issues in the U.S. and other domestic and international tax jurisdictions based on its estimate of whether, and the extent to which, the tax positions are more likely than not to be sustained based on the technical merits. 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. The following table summarizes the activity related to the Company's gross unrecognized tax benefits from April 1, 2017 to March 31, 2020 (amounts in millions): Year Ended March 31, 2020 2019 2018 Beginning balance $ 763.4 $ 436.0 $ 398.5 Increases related to acquisitions — 329.7 — Decreases related to settlements with tax authorities (1.2 ) (8.3 ) (0.1 ) Decreases related to statute of limitation expirations (30.9 ) (16.2 ) (10.9 ) Increases related to current year tax positions 30.2 27.8 30.3 Increases (decreases) related to prior year tax positions (4.2 ) (5.6 ) 18.2 Ending balance $ 757.3 $ 763.4 $ 436.0 As of March 31, 2020 and March 31, 2019 , the Company had accrued interest and penalties related to tax contingencies of $74.6 million and $88.1 million , respectively. Previously accrued interest and penalties that were released during the years ended March 31, 2020 and March 31, 2019 were $13.5 million and $ 37.5 million , respectively. Interest and penalties charged to operations during the year ended March 31, 2018 were $5.4 million . The Company is currently under income tax examination in various tax jurisdictions in which it operates. The years under examination range from fiscal 2007 through fiscal 2019. In some jurisdictions, the Company has received tax assessments in excess of established reserves. The Company is contesting these tax assessments, and will continue to do so, including pursuing all available remedies such as appeals and litigation, if necessary. During fiscal 2020, additional assessments were received for these issues and the Company’s position remains unchanged. The total amount of gross unrecognized tax benefits was $757.3 million and $763.4 million as of March 31, 2020 and March 31, 2019 , respectively, of which $654.0 million and $664.4 million is estimated to impact the Company's effective tax rate, if recognized. The Company estimates that it is reasonably possible unrecognized tax benefits as of March 31, 2020 could decrease by approximately $10.0 million in the next 12 months. Positions that may be resolved include various U.S. and non-U.S. matters. In April 2020, the Company became aware of a withholding tax regulation that could be interpreted to apply to certain of its previous intra-group transactions. The Company is evaluating whether the interpretation of this regulation could apply to its facts and circumstances, and, upon conclusion of its analysis, the Company may establish a reserve related to this matter in a subsequent period. An estimate of the impact on the financial statements cannot be made at this time. On July 27, 2015, in Altera Corp. v. Commissioner, the U.S. Tax Court issued an opinion related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. In the July 2015 ruling, the Tax Court concluded that the sharing of the cost of employee stock compensation in a company’s cost-sharing arrangement was invalid under the U.S. Administrative Procedures Act. In June 2019, a panel of the Ninth Circuit of the U.S. Court of Appeals reversed this decision. In July 2019, Altera petitioned U.S. Court of Appeals for the Ninth Circuit to hold an en banc rehearing of the case. In November 2019, the en banc rehearing petition was denied, and Altera has asked the Supreme Court for a judicial review. Due to the uncertainty surrounding the status of the current regulations and questions related to the scope of potential benefits, the Company has not recorded any adjustments as of March 31, 2020. The Company will continue to monitor ongoing developments and potential impacts to its financial statements. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Defined Benefit Plans The Company has defined benefit pension plans that cover certain French and German employees. Most of these defined pension plans, which were acquired in the Atmel and Microsemi acquisitions, are unfunded. Plan benefits are provided in accordance with local statutory requirements. Benefits are based on years of service and employee compensation levels. Pension liabilities and charges are based upon various assumptions, updated annually, including discount rates, future salary increases, employee turnover, and mortality rates. The Company’s French pension plan provides for termination benefits paid to covered French employees only at retirement, and consists of approximately one to five months of salary. The Company's German pension plan provides for defined benefit payouts for covered German employees following retirement. The aggregate net pension expense relating to these two plans is as follows (in millions): Year Ended March 31, 2020 2019 2018 Service costs $ 1.7 $ 1.5 $ 2.2 Interest costs 0.9 1.1 1.0 Amortization of actuarial loss 0.8 0.4 0.8 Net pension period cost $ 3.4 $ 3.0 $ 4.0 Interest costs and amortization of actuarial losses are recorded in the other income (loss), net line item in the statements of income. The change in projected benefit obligation and the accumulated benefit obligation, were as follows (in millions): Year Ended March 31, 2020 2019 Projected benefit obligation at the beginning of the year $ 72.7 $ 61.0 Additions due to acquisition of Microsemi — 9.8 Service cost 1.7 1.5 Interest cost 0.9 1.1 Actuarial losses (2.6 ) 6.0 Benefits paid (1.5 ) (0.9 ) Foreign currency exchange rate changes (1.2 ) (5.8 ) Projected benefit obligation at the end of the year $ 70.0 $ 72.7 Accumulated benefit obligation at the end of the year $ 65.1 $ 66.7 Weighted average assumptions Discount rate 1.48 % 1.41 % Rate of compensation increase 2.77 % 2.79 % The Company's pension liability represents the present value of estimated future benefits to be paid. The discount rate is based on the quarterly average yield for Euros treasuries with a duration of 30 years, plus a supplement for corporate bonds (Euros, AA rating). Net actuarial losses, which are included in accumulated other comprehensive loss in the Company's consolidated balance sheets, will be recognized as a component of net periodic cost over the average remaining service period. As the defined benefit plans are unfunded, the liability recognized on the Company's consolidated balance sheet as of March 31, 2020 was $70.0 million of which $1.3 million is included in accrued liabilities and $68.7 million is included in other long-term liabilities. The liability recognized on the Company's consolidated balance sheet as of March 31, 2019 was $72.7 million of which $1.3 million is included in accrued liabilities and $71.4 million is included in other long-term liabilities. Future estimated expected benefit payments for fiscal year 2021 through 2030 are as follows (in millions): Fiscal Year Ending March 31, Expected Benefit Payments 2021 $ 1.3 2022 1.5 2023 1.8 2024 2.4 2025 2.2 2026 through 2030 12.9 Total $ 22.1 The Company's net periodic pension cost for fiscal 2021 is expected to be approximately $2.8 million . Defined Contribution Plans The Company maintains a contributory profit-sharing plan for its domestic employees meeting certain eligibility and service requirements. The plan qualifies under Section 401(k) of the Internal Revenue Code of 1986, as amended, and allows employees to contribute up to 60% of their base salary, subject to maximum annual limitations prescribed by the IRS. The Company has a discretionary matching contribution program. All matches are provided on a quarterly basis and require the participant to be an active employee at the end of the applicable quarter. During fiscal 2020 , 2019 and 2018 , the Company's matching contributions to the plan totaled $5.3 million , $8.6 million and $8.8 million , respectively. Effective January 1, 1997 , the Company adopted a non-qualified deferred compensation arrangement. This plan is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of highly compensated employees as defined in ERISA Sections 201, 301 and 401. There are no Company matching contributions made under this plan. The Company has management incentive compensation plans which provide for bonus payments, based on a percentage of base salary, from an incentive pool created from operating profits of the Company, at the discretion of the Board of Directors. During fiscal 2020 , 2019 and 2018 , $28.3 million , $18.7 million and $48.1 million were charged against operations for these plans, respectively. The Company also has a plan that, at the discretion of the Board of Directors, provides a cash bonus to all employees of the Company based on the operating profits of the Company. During fiscal 2020 , 2019 and 2018 , $23.8 million , $16.4 million and $36.3 million , respectively, were charged against operations for this plan. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Mar. 31, 2020 | |
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): Year Ended March 31, 2020 2019 2018 Cost of sales (1) $ 20.9 $ 14.9 $ 13.8 Research and development 82.9 72.0 42.5 Selling, general and administrative 66.4 62.3 36.9 Special charges and other, net — 17.2 — Pre-tax effect of share-based compensation 170.2 166.4 93.2 Income tax benefit 36.9 35.5 28.3 Net income effect of share-based compensation $ 133.3 $ 130.9 $ 64.9 (1) During the fiscal year ended March 31, 2020 , $19.8 million of share-based compensation expense was capitalized to inventory, and $20.9 million of previously capitalized share-based compensation expense in inventory was sold. During the fiscal year ended March 31, 2019 , $17.2 million of share-based compensation expense was capitalized to inventory and $14.9 million of previously capitalized share-based compensation expense in inventory was sold. During the fiscal year ended March 31, 2018 , $11.9 million of share-based compensation expense was capitalized to inventory and $13.8 million 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. Combined Incentive Plan Information The Company has granted RSUs and stock options to employees and non-employee members of the Board of Directors under the Company’s 2004 Equity Incentive Plan (the 2004 plan). The Company uses RSUs as its primary equity incentive compensation instrument for employees. Under the 2004 plan, 32,194,859 shares of common stock have been authorized for issuance and 8,640,662 shares of common stock remain available for future grants as of March 31, 2020. Restricted Stock Units RSU share activity under the 2004 Plan is set forth below: Number of Shares Weighted Average Grant Date Fair Value Nonvested shares at March 31, 2017 6,419,456 $ 42.06 Granted 1,267,536 $ 77.26 Forfeited (279,051 ) $ 49.65 Vested (1,735,501 ) $ 38.00 Nonvested shares at March 31, 2018 5,672,440 $ 50.79 Granted 1,951,408 $ 77.83 Assumed upon acquisition 1,805,680 $ 91.70 Forfeited (408,242 ) $ 73.36 Vested (2,729,324 ) $ 61.51 Nonvested shares at March 31, 2019 6,291,962 $ 64.81 Granted 2,182,044 $ 88.17 Forfeited (340,659 ) $ 75.50 Vested (2,391,294 ) $ 57.47 Nonvested shares at March 31, 2020 5,742,053 $ 76.11 The total intrinsic value of RSUs which vested during the fiscal years ended March 31, 2020 , 2019 and 2018 was $223.9 million , $229.3 million and $146.0 million , respectively. The aggregate intrinsic value of RSUs outstanding at March 31, 2020 was $389.3 million , calculated based on the closing price of the Company's common stock of $67.80 per share on March 31, 2020. The amount of unearned share-based compensation currently estimated to be expensed in the remainder of fiscal 2021 through fiscal 2025 related to unvested share-based payment awards at March 31, 2020 is $263.2 million . The weighted average period over which the unearned share-based compensation is expected to be recognized is approximately 2.03 years . Stock Options and Stock Appreciation Rights Stock option and stock appreciation right (SAR) activity under the Company's stock incentive plans in the three years ended March 31, 2020 is set forth below: Number of Shares Weighted Average Exercise Price per Share Outstanding at March 31, 2017 433,117 $ 31.51 Exercised (131,666 ) $ 31.75 Forfeited or expired (17,111 ) $ 34.73 Outstanding at March 31, 2018 284,340 $ 31.21 Assumed upon acquisition 141,751 $ 25.86 Exercised (140,118 ) $ 27.67 Forfeited or expired (4,091 ) $ 39.62 Outstanding at March 31, 2019 281,882 $ 30.16 Exercised (130,419 ) $ 28.71 Forfeited or expired (2,453 ) $ 20.02 Outstanding at March 31, 2020 149,010 $ 31.59 The total intrinsic value of options and SARs exercised during the fiscal years ended March 31, 2020 , 2019 and 2018 was $8.4 million , $8.3 million and $7.4 million , respectively. This intrinsic value represents the difference between the fair market value of the Company's common stock on the date of exercise and the exercise price of each equity award. The aggregate intrinsic value of options and SARs outstanding and exercisable at March 31, 2020 was $10.1 million . The aggregate intrinsic values were calculated based on the closing price of the Company's common stock of $67.80 per share on March 31, 2020 . As of March 31, 2020, the weighted average remaining contractual term for options and SARs outstanding and exercisable was 2.66 years . As of March 31, 2020 and March 31, 2019 , the number of option and SAR shares exercisable was 149,010 and 278,591 , respectively, and the weighted average exercise price per share was $ 31.59 and $ 30.03 , respectively. There were no stock options granted in the fiscal years ended March 31, 2020 , 2019 and 2018 . Employee Stock Purchase Plan The Company’s 2001 Employee Stock Purchase Plan and the 1994 International Employee Stock Purchase Plan (collectively referred to as the “employee stock purchase plans”) allows eligible employees to purchase shares of the Company's common stock at 85% of the value of its common stock on specific dates. Since the inception of the employee stock purchase plans, 16,289,436 shares of common stock have been authorized for issuance and 6,347,253 shares remain available for future purchases as of March 31, 2020. Employees purchased 787,284 shares of common stock in the fiscal year ended March 31, 2020 for a purchase price of $55.6 million under the employee stock purchase plans compared to 549,796 shares of common stock for a purchase price of $39.6 million in the fiscal year ended March 31, 2019 and 828,015 shares of common stock for a purchase price of $38.2 million in the fiscal year ended March 31, 2018 . As of March 31, 2020 , unrecognized share-based compensation costs related to the employee stock plans totaled $5.8 million , which will be recognized over a period of approximately five months . |
Stock Repurchase Activity
Stock Repurchase Activity | 12 Months Ended |
Mar. 31, 2020 | |
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 fiscal years ended March 31, 2020 , 2019 and 2018 , respectively. There is no expiration date associated with this repurchase program. As of March 31, 2020 , approximately 13.1 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following tables present the changes in the components of accumulated other comprehensive loss for the years ended March 31, 2020 and March 31, 2019 : Unrealized Holding Gains (Losses) Available-for-sale Securities Minimum Pension Liability Foreign Currency Total Balance 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 — 1.4 (1.8 ) (0.4 ) Amounts reclassified from accumulated other comprehensive income (loss) — 0.8 — 0.8 Net other comprehensive income (loss) — 2.2 (1.8 ) 0.4 Balance at March 31, 2020 $ — $ (5.1 ) $ (16.5 ) $ (21.6 ) Unrealized Holding Gains (Losses) Available-for-sale Securities Minimum Pension Liability Foreign Currency Total Balance at March 31, 2018 $ 1.9 $ (10.1 ) $ (9.4 ) $ (17.6 ) Impact of change in accounting principle (1.7 ) — — (1.7 ) Opening Balance as of April 1, 2018 $ 0.2 $ (10.1 ) $ (9.4 ) $ (19.3 ) Other comprehensive (loss) income before reclassifications (5.6 ) 2.9 (5.3 ) (8.0 ) Amounts reclassified from accumulated other comprehensive income 5.6 1.0 — 6.6 Net other comprehensive income (loss) — 3.9 (5.3 ) (1.4 ) Balance at March 31, 2019 $ 0.2 $ (6.2 ) $ (14.7 ) $ (20.7 ) The table below details where reclassifications of realized transactions out of accumulated other comprehensive loss are recorded on the consolidated statements of income (amounts in millions): Year ended March 31, Description of AOCI Component 2020 2019 2018 Related Statement of Income Line Unrealized losses on available-for-sale securities $ — $ (5.6 ) $ (15.2 ) Other income, net Amortization of actuarial loss (0.8 ) (1.0 ) (0.8 ) Other income, net Reclassification of realized transactions, net of taxes $ (0.8 ) $ (6.6 ) $ (16.0 ) Net Income |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Mar. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) The following table presents the Company's selected unaudited quarterly operating results for the eight quarters ended March 31, 2020 . The Company believes that all adjustments of a normal recurring nature have been made to present fairly the related quarterly results (in millions, except per share amounts). Amounts may not add to the total due to rounding: Fiscal 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Total Net sales $ 1,322.6 $ 1,337.8 $ 1,287.4 $ 1,326.4 $ 5,274.2 Gross profit $ 815.2 $ 827.5 $ 785.5 $ 813.9 $ 3,242.1 Operating income $ 171.6 $ 183.6 $ 131.2 $ 160.7 $ 647.1 Net income $ 50.7 $ 108.9 $ 311.1 $ 99.9 $ 570.6 Diluted net income per common share $ 0.20 $ 0.43 $ 1.20 $ 0.39 $ 2.23 Fiscal 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Total Net sales $ 1,212.5 $ 1,432.5 $ 1,374.7 $ 1,329.8 $ 5,349.5 Gross profit $ 642.0 $ 689.3 $ 779.6 $ 820.5 $ 2,931.3 Operating income $ 132.3 $ 102.7 $ 194.7 $ 284.6 $ 714.3 Net income $ 35.7 $ 96.3 $ 49.2 $ 174.7 $ 355.9 Diluted net income per common share $ 0.14 $ 0.38 $ 0.20 $ 0.70 $ 1.42 Refer to Note 13 , Income Taxes , for an explanation of the $334.8 million tax benefit related to the intra-group transfers of certain intellectual property rights, the majority of which was recognized in the third quarter of fiscal 2020. Refer to Note 5 , Special Charges and Other, Net , for an explanation of the special charges included in operating income in fiscal 2020 and fiscal 2019 . Refer to Note 7 , Debt , for an explanation of the loss on settlement of debt of $1.9 million and $3.4 million during the first and fourth quarters of fiscal 2020 , respectively, compared to $4.1 million and $8.3 million during the second and fourth quarters of fiscal 2019 |
Dividends
Dividends | 12 Months Ended |
Mar. 31, 2020 | |
Dividends [Abstract] | |
Dividends | Dividends On October 28, 2002, the Company announced that its Board of Directors had approved and instituted a quarterly cash dividend on its common stock. The Company has continued to pay quarterly dividends and has increased the amount of such dividends on a regular basis. Cash dividends paid per share were $1.465 , $1.457 and $1.449 during fiscal 2020 , 2019 and 2018 , respectively. Total dividend payments amounted to $350.1 million , $344.4 million and $337.5 million during fiscal 2020 , 2019 and 2018 , respectively. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company prepares its consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (US GAAP). The consolidated financial statements include the accounts of Microchip and its majority-owned and controlled subsidiaries. All significant intercompany accounts 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. As further discussed in Note 2, on May 29, 2018, the Company completed its acquisition of Microsemi Corporation (Microsemi) and the Company's financial results include Microsemi's results beginning as of such acquisition date. |
Revenue Recognition | Revenue Recognition On April 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606) and all related amendments. The Company generates revenue primarily from sales of semiconductor products to distributors and non-distributor customers (direct customers) and, to a lesser extent, from royalties paid by licensees of intellectual property. The Company applies the following five-step approach to determine the timing and amount of revenue recognition: (1) identify the contract with the customer, (2) identify performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when the performance obligation is satisfied. Sales to distributors are governed by a distributor agreement, a purchase order, and an order acknowledgment. Sales to distributors do not meet the definition of a contract, as defined by ASC 606, until the distributor has sent in a purchase order, the Company has acknowledged the order, the Company has deemed the collectability of the consideration to be probable, and legally enforceable rights and obligations have been created; this generally occurs 30 days prior to the estimated ship date. As is customary in the semiconductor industry, the Company offers price concessions and stock rotation rights to many of its distributors. As these are forms of variable consideration, the Company estimates the amount of consideration to which they will be entitled using recent historical data and applying the expected value method. Usually, there is only a single performance obligation in the contract, and therefore the entire transaction price is allocated to the single performance obligation. After the transaction price has been allocated, the Company recognizes revenue when the performance obligation is satisfied. Substantially all of the revenue generated from contracts with distributors is recognized at the time risk and title of the inventory transfers to the distributor. Sales to direct customers are generally governed by a purchase order and an order acknowledgment. Sales to direct customers usually do not meet the definition of a contract, as defined by ASC 606, until shipment of the product occurs. Generally, the transaction price associated with contracts with direct customers is set at the standalone selling price and is not variable. Usually, there is only a single performance obligation in the contract, and therefore the entire transaction price is allocated to the single performance obligation. After the transaction price has been allocated, the Company recognizes revenue when the performance obligation is satisfied. Substantially all of the revenue generated from contracts with direct customers is recognized at the time risk and title of the inventory transfers to the customer. Revenue generated from licensees is governed by licensing agreements. The Company's primary performance obligation related to these agreements is to provide the licensee the right to use the intellectual property. The final transaction price is determined by multiplying the usage of the license by the royalty, which is fixed in the licensing agreement. Revenue is recognized as usage of the license occurs. |
Revenue Recognition (prior to the adoption of ASC 606) | Revenue Recognition (prior to the adoption of ASC 606) Prior to the adoption of ASC 606 on April 1, 2018, the Company recognized revenue when the earnings process was complete, as evidenced by an agreement with the customer, transfer of title had occurred, the pricing was fixed or determinable and collectability was reasonably assured. The Company recognized revenue from product sales to original equipment manufacturers (OEMs) upon shipment and recorded reserves for estimated customer returns. Distributors worldwide generally had broad price protection and product return rights which prevented the sales pricing from being fixed or determinable at the time of the Company's shipment to the distributors. Therefore, revenue recognition was deferred until the pricing uncertainty was resolved, which generally occurred when the distributor sold the product to their customer. At the time of shipment to these distributors, the Company recorded a trade receivable for the selling price as there was a legally enforceable right to payment, relieved inventory for the carrying value of goods shipped since legal title had passed to the distributor, and recorded the gross margin in deferred income on shipments to distributors on its consolidated balance sheets. Deferred income on shipments to distributors effectively represented gross margin on the sale to the distributor at the initial shipment date; however, the amount of gross margin recognized by the Company in future periods was less than the deferred margin as a result of credits granted to distributors on specifically identified products and customers to allow the distributors to earn a competitive gross margin on the sale of the Company's products to their end customers and price protection concessions related to market pricing conditions. The Company sold the majority of the items in its product catalog to its distributors worldwide at a uniform list price. However, distributors resold the Company's products to end customers at a broad range of individually negotiated price points. The majority of the Company's distributors' resales required a reduction from the original list price paid. Often, under these circumstances, the Company remitted back to the distributor a portion of their original purchase price after the resale transaction was completed in the form of a credit against the distributors' outstanding accounts receivable balance. The credits were on a per unit basis and were not given to the distributor until they provided information regarding the sale to their end customer. The price reductions varied significantly based on the customer, product, quantity ordered, geographic location and other factors and discounts to a price less than the Company's cost have historically been rare. The effect of granting these credits established the net selling price from the Company to its distributors for the product and resulted in the net revenue recognized by the Company when the product was sold by the distributors to their end customers. Thus, a portion of the "deferred income on shipments to distributors" balance represented the amount of distributors' original purchase price that was to be credited back to the distributors in the future. The Company did not reduce deferred income on shipments to distributors or accounts receivable by anticipated future price concessions; rather, price concessions were recorded against deferred income on shipments to distributors when incurred, which was generally at the time the distributor sold the product. The Company reduced product pricing through price protection based on market conditions, competitive considerations and other factors. Price protection was granted to distributors on the inventory they have on hand at the date the price protection was offered. When the Company reduced the price of its products, it allowed the distributor to claim a credit against its outstanding accounts receivable balances based on the new price of the inventory it had on hand as of the date of the price reduction. There was no immediate revenue impact from the price protection, as it was reflected as a reduction of the deferred income on shipments to distributors' balance. Products returned by distributors and subsequently scrapped have historically been immaterial to the Company's consolidated results of operations. The Company routinely evaluated the risk of impairment of the deferred cost of sales component of the deferred income on shipments to distributors' account. Because of the historically immaterial amounts of inventory that have been scrapped, and historically rare instances where discounts given to a distributor resulted in a price less than the Company's cost, the Company believed the deferred costs have a low risk of material impairment. Shipping charges billed to customers were included in net sales, and the related shipping costs were included in cost of sales. The Company collected and remitted certain sales-related taxes on a portion of its sales of inventory and reported such amounts under the net method in its consolidated statements of income. For licenses or other technology arrangements without an upgrade period, non-royalty revenue from the license was recognized upon delivery of the technology if the fee was fixed or determinable and collection of the fee was reasonably assured. Royalties were recognized when reported to the Company, which generally coincided with the receipt of payment. In certain limited circumstances, the Company entered into license and other arrangements for technologies that the Company was continuing to enhance and refine or under which it was obligated to provide unspecified enhancements. Under these arrangements, non-royalty revenue is recognized over the lesser of (1) the estimated period that the Company has historically enhanced and developed refinements to the specific technology, typically one to three years (the "upgrade period"), and (2) the remaining portion of the upgrade period after the date of delivery of all specified technology and documentation, provided that the fee is fixed or determinable and collection of the fee is reasonably assured. Royalties received during the upgrade period were recognized as revenue based on an amortization calculation of the elapsed portion of the upgrade period compared to the entire estimated upgrade period. Royalties received after the upgrade period has elapsed were recognized when reported to the Company, which generally coincided with the receipt of payment. |
Product Warranty | Product Warranty The Company typically warrants its products against defects in materials and workmanship and non-conformance to specifications for 12 to 24 months |
Advertising Costs | Advertising Costs |
Research and Development | Research and Development Research and development costs are expensed as incurred. Assets purchased to support the Company's ongoing research and development activities are capitalized when related to products which have achieved technological feasibility or that have alternative future uses and are amortized over their estimated useful lives. Renewals or extensions of these assets are expensed as incurred. Research and development expenses include expenditures for labor, share-based payments, depreciation, masks, prototype wafers, and expenses for development of process technologies, new packages, and software to support new products and design environments. |
Restructuring Charges | Restructuring Charges Restructuring charges are included within special charges and other, net in the consolidated statements of income and are primarily comprised of employee separation costs, asset impairments, contract exit costs and costs of facility consolidation and closure, including the related gains or losses associated with the sale of owned facilities. Employee separation costs includes one-time termination benefits that are recognized as a liability at estimated fair value, at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing termination benefits are recognized as a liability at estimated fair value when the amount of such benefits are probable and reasonably estimable. Contract exit costs includes contract termination fees and right-of-use asset impairments recognized on the cease-use date of leased facilities. A liability for contract termination fees is recognized in the period in which the Company terminates the contract. |
Foreign Currency Translation | Foreign Currency Translation Substantially all of the Company's foreign subsidiaries are considered to be extensions of the U.S. company and any translation gains and losses related to these subsidiaries are included in other income (expense) in the consolidated statements of income. As the U.S. dollar is utilized as the functional currency, gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the subsidiaries' functional currency) are also included in income. For fiscal 2020 and 2019, certain foreign subsidiaries acquired as part of the Company's acquisition activities had the local currency as the functional currency. For subsidiaries acquired as part of the Company's acquisition of Microsemi, the U.S. dollar is expected to become the functional currency for such entities once integrated into the Company's legal structure and intercompany agreements are executed. |
Income Taxes | Income Taxes As part of the process of preparing its consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating its actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Company's consolidated balance sheets. The Company must then assess the likelihood that its deferred tax assets will be recovered from future taxable income within the relevant jurisdiction and to the extent the Company believes that recovery is not likely, it must establish a valuation allowance. The Company provided valuation allowances for certain of its deferred tax assets where it is more likely than not that some portion, or all of such assets, will not be realized. Various taxing authorities in the U.S. and other countries in which the Company does business scrutinize the tax structures employed by businesses. Companies of a similar size and complexity as the Company are regularly audited by the taxing authorities in the jurisdictions in which they conduct significant operations. During the year ended March 31, 2020, various foreign jurisdictions finalized their audits. The close of these audits did not have an adverse impact on the financial statements. The Company is currently being audited by the tax authorities in the United States and various foreign jurisdictions. At this time, the Company does not know what the outcome of these audits will be. 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 the threshold is met, the Company recognizes the largest amount of the tax benefit that is more than 50% likely to be realized upon ultimate settlement. The accounting model as defined in Accounting Standards Codification Topic 740, Income Taxes (ASC 740) related to the valuation of uncertain tax positions requires the Company to presume that the tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information and that each tax position will be evaluated without consideration of the possibility of offset or aggregation with other positions. The recognition requirement for the liability exists even if the Company believes the possibility of examination by a taxing authority or discovery of the related risk matters is remote or where it has a long history of the taxing authority not performing an exam or overlooking an issue. The Company will record an adjustment to a previously recorded position if new information or facts related to the position are identified in a subsequent period. All adjustments to the positions are recorded through the income statement. Generally, adjustments will be recorded in periods subsequent to the initial recognition if the taxing authority has completed an audit of the period or if the statute of limitation expires. Due to the inherent uncertainty in the estimation process and in consideration of the criteria of the accounting model, amounts recognized in the financial statements in periods subsequent to the initial recognition may significantly differ from the estimated exposure of the position under the accounting model. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the Act) was enacted into law. The Act provides for numerous significant tax law changes and modifications including the reduction of the U.S. federal corporate income tax rate from 35.0% to 21.0%, the requirement for companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and the creation of new taxes on certain foreign-sourced earnings. As a fiscal year-end taxpayer, certain provisions of the Act began to impact the Company in the third quarter of fiscal 2018, while other provisions became effective for the Company in fiscal 2019. In addition to the impacts of tax reform on fiscal 2018, the Act established new tax laws that were effective for fiscal 2019, including, but not limited to, (1) a new provision designed to tax low-taxed income of foreign subsidiaries (“GILTI”), which allows for the possibility of using foreign tax credits ("FTCs") and a deduction of up to 50% to offset the income tax liability (subject to some limitations); (2) limitations on the deductibility of certain executive compensation; (3) limitations on the deductibility of interest expense; and (4) limitations on the use of FTCs to reduce the U.S. income tax liability. While each of these provisions is expected to continue to have an impact on the Company's tax expense for future periods, the increase in tax expense for GILTI is the most significant. The FASB allows taxpayers to make an accounting policy election of either (1) treating taxes due on GILTI inclusions as a current-period expense when incurred or (2) recognizing deferred taxes for temporary basis differences that are expected to reverse as GILTI in future years. The Company has made a policy choice to include taxes due on the future GILTI inclusion in taxable income when incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments, including marketable securities with an original maturity to the Company of three months or less when acquired are considered to be cash equivalents. |
Derivative Instruments | Derivative Instruments Derivative instruments are required to be recorded at fair value as either assets or liabilities in the Company's consolidated balance sheet. The Company's accounting policies for derivative instruments depends on whether the instrument has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. The Company does not apply hedge accounting to foreign currency forward contracts. Gains and losses associated with currency rate changes on forward contracts are recorded currently in income. These gains and losses have been immaterial to the Company's financial statements. 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. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value using the first-in, first-out method. The Company writes down its inventory for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. 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. In estimating reserves for obsolescence, the Company primarily evaluates estimates of demand over a 12-month period and provides reserves for inventory on hand in excess of the estimated 12-month demand. Estimates for projected 12-month demand are generally based on the average shipments of the prior three-month period, which are then annualized to adjust for any potential seasonality in the Company's business. The estimated 12-month demand is compared to the Company's most recently developed sales forecast to further reconcile the 12-month demand estimate. Management reviews and adjusts the estimates as appropriate based on specific situations. For example, demand can be adjusted up for new products for which historic sales are not representative of future demand. Alternatively, demand can be adjusted down to the extent any existing products are being replaced or discontinued. In periods where the Company's production levels are substantially below normal operating capacity, unabsorbed overhead production costs associated with the reduced production levels of the Company's manufacturing facilities are charged directly to cost of sales. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. The Company's property and equipment accounting policies incorporate estimates, assumptions and judgments relative to the useful lives of its property and equipment. Depreciation is provided for assets placed in service on a straight-line basis over the estimated useful lives of the relative assets, which range from 10 to 40 years for buildings and building improvements and 5 to 7 years for machinery and equipment. The Company evaluates the carrying value of its property and equipment when events or changes in circumstances indicate that the carrying value of such assets may be impaired. Asset impairment evaluations are, by nature, highly subjective. |
Leases | Leases The Company determines if an arrangement is a lease at its inception. Operating lease arrangements are comprised primarily of real estate and equipment agreements for which the right-of-use (“ROU”) assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued expenses and other current liabilities or other long-term liabilities in the condensed consolidated balance sheets. 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. The Company accounts for the lease and non-lease components as a single lease component. |
Senior and Junior Subordinated Convertible Debt | Senior and Junior Subordinated Convertible Debt The Company separately accounts for the liability and equity components of its senior and junior subordinated convertible debt in a manner that reflects its nonconvertible debt (unsecured debt) borrowing rate. This results in a bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in its consolidated statements of income. Lastly, the Company includes the dilutive effect of the shares of its common stock issuable upon conversion of the outstanding senior and junior subordinated convertible debt in its diluted income per share calculation regardless of whether the market price triggers or other contingent conversion features have been met. The Company applies the treasury stock method as it has the intent and ability to settle the principal amounts of the senior and junior subordinated convertible debentures in cash. This method results in incremental dilutive shares when the average market value of the Company's common stock for a reporting period exceeds the conversion prices per share and adjust as dividends are recorded in the future. Upon a de-recognition event such as a settlement or conversion, the Company estimates the fair value of the liability component and compares that to the carrying amount in order to calculate the appropriate amount of gain or loss. The remaining amounts paid or issued (in the case of non cash consideration in the form of shares of common stock) are recognized as a reduction of additional paid-in-capital. The fair value of the liability component is estimated using the current comparable borrowing rate for an otherwise identical non-convertible debt instrument. |
Defined Benefit Pension Plans | Defined Benefit Pension Plans The Company maintains defined benefit pension plans, covering certain of its foreign employees. For financial reporting purposes, net periodic pension costs and pension obligations are determined based upon a number of actuarial assumptions, including discount rates for plan obligations, and assumed rates of compensation increases for employees participating in plans. These assumptions are based upon management's judgment and consultation with actuaries, considering all known trends and uncertainties. |
Contingencies | Contingencies In the ordinary course of business, the Company is exposed to various liabilities as a result of contracts, product liability, customer claims 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 and disputes relating to the semiconductor industry are not uncommon, and the Company is, from time to time, subject to such litigation and disputes. As a result, no assurances can be given with respect to the extent or outcome of any such litigation or disputes in the future. 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, it 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, it 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, it uses the amount that is the low end of such range. |
Business Combinations | Business Combinations All of the Company's business combinations are accounted for at fair value under the acquisition method of accounting. Under the acquisition method of accounting, (i) acquisition-related costs, except for those costs incurred to issue debt or equity securities, will be expensed in the period incurred; (ii) non-controlling interests will be valued at fair value at the acquisition date; (iii) in-process research and development will be recorded at fair value as an intangible asset at the acquisition date and amortized once the technology reaches technological feasibility; (iv) restructuring costs associated with a business combination will be expensed subsequent to the acquisition date; and (v) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date will be recognized through income tax expense. The aggregate amount of consideration paid by the Company is allocated to net tangible assets and intangible assets based on their estimated fair values as of the acquisition date. The excess of the purchase price over the value of the net tangible assets and intangible assets is recorded to goodwill. The measurement of fair value of assets acquired and liabilities assumed requires significant judgment. The valuation of intangible assets, in particular, requires that the Company use valuation techniques such as the income approach. The income approach includes the use of a discounted cash flow model, which includes discounted cash flow scenarios and requires the following significant estimates: revenue, expenses, capital spending and other costs, and discount rates based on the respective risks of the cash flows. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company's intangible assets include goodwill and other intangible assets. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Other intangible assets include existing technologies, core and developed technology, in-process research and development, trademarks and trade names, distribution rights and customer-related intangibles. 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. Indefinite-lived intangible assets consist of goodwill and in-process research and development intangible assets that have not yet been placed in service. All other intangible assets are definite-lived intangible assets, including in-process research and development assets that have been placed in service, and are amortized over their respective estimated lives, ranging from 1 to 15 years. The Company is required to perform an impairment review of indefinite-lived intangible assets, including goodwill annually, and more frequently under certain circumstances. Indefinite-lived intangible assets are subjected to this annual impairment test during the fourth quarter of the Company's fiscal year. The Company engages primarily in the development, manufacture and sale of semiconductor products as well as technology licensing. As a result, the Company concluded there are two reporting units, semiconductor products and technology licensing. Under the qualitative indefinite-lived intangible asset impairment assessment standard, management evaluates whether it is more likely than not that the indefinite-lived intangible assets are impaired. If it is determined that it is more likely than not, the Company proceeds with the next step of the impairment test, which compares the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value. If the Company determines through the impairment process that the indefinite-lived intangible asset has been impaired, the Company will record the impairment charge in its results of operation. Through March 31, 2020 , the Company has not had impaired goodwill. In the event that facts and circumstances indicate definite-lived intangible assets may be impaired, the Company evaluates the recoverability and estimated useful lives of such assets. If such indicators are present, recoverability is evaluated based on whether the sum of the estimated undiscounted cash flows attributable to the asset (group) in question is less than their carrying value. If less, the Company measures the fair value of the asset (group) and recognizes an impairment loss if the carrying amount of the assets exceeds their respective fair values. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses whether indicators of impairment of long-lived assets are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying value. If less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals or other methods. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment loss through a charge to operating results to the extent the present value of anticipated net cash flows attributable to the asset are less than the asset's carrying value. The Company would depreciate the remaining value over the remaining estimated useful life of the asset. |
Share-Based Compensation | Share-Based Compensation The Company has equity incentive plans under which non-qualified stock options and restricted stock units (RSUs) have been granted to employees and non-employee members of the Board of Directors. The Company uses RSUs as its primary equity incentive compensation instrument for employees. The Company also has employee stock purchase plans for eligible employees. Share-based compensation cost is measured on the grant date based on the fair market value of the Company’s common stock discounted for expected future dividends and is recognized as expense on a straight-line basis over the requisite service periods. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate or increase any remaining unearned share-based compensation expense. Future share-based compensation expense and unearned share-based compensation will increase to the extent that the Company grants additional equity awards to employees or it assumes unvested equity awards in connection with acquisitions. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of investments in debt securities and trade receivables. Investments in debt securities with original maturities of greater than six months consist primarily of AAA and AA rated financial instruments and counterparties. The Company's investments are primarily in direct obligations of the U.S. government or its agencies, corporate bonds, and municipal bonds. Concentrations of credit risk with respect to accounts receivable are generally not significant due to the diversity of the Company's customers and geographic sales areas. The Company sells its products primarily to OEMs and distributors in the Americas, Europe and Asia. The Company performs ongoing credit evaluations of its customers' financial condition and, as deemed necessary, may require collateral, primarily letters of credit. Distributor advances in the consolidated balance sheets, totaled $149.6 million and $170.7 million at March 31, 2020 and March 31, 2019 , respectively. On sales to distributors, the Company's payment terms generally require the distributor to settle amounts owed to the Company for an amount in excess of their ultimate cost. The Company's sales price to its distributors may be higher than the amount that the distributors will ultimately owe the Company because distributors often negotiate price reductions after purchasing the products from the Company and such reductions are often significant. It is the Company's practice to apply these negotiated price discounts to future purchases, requiring the distributor to settle receivable balances, on a current basis, generally within 30 days , for amounts originally invoiced. This practice has an adverse impact on the working capital of the Company's distributors. As such, the Company has entered into agreements with certain distributors whereby it advances cash to the distributors to reduce the distributors' working capital requirements. These advances are reconciled at least on a quarterly basis and are estimated based on the amount of ending inventory as reported by the distributor multiplied by a negotiated percentage. Such advances have no impact on revenue recognition or the Company's consolidated statements of income. The terms of these advances are set forth in binding legal agreements and are unsecured, bear no interest on unsettled balances and are due upon demand. The agreements governing these advances can be canceled by the Company at any time. |
Use of Estimates | Use of Estimates The Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare its consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles. Actual results could differ from those estimates. |
Business Segments | Business Segments Operating segments are components of an enterprise about which separate financial information is regularly reviewed by the chief operating decision makers ("CODMs") to assess the performance of the component and make decisions about the resources to be allocated to the component. The Company's Chairman and Chief Executive Officer and the Company's President and Chief Operating Officer have been identified as the CODMs as they jointly manage the Company's worldwide consolidated enterprise. Based on the Company's structure and manner in which the Company is managed and decisions are made, the Company's business is made up of two operating segments, semiconductor products and technology licensing. In the semiconductor products segment, the Company designs, develops, manufactures and markets microcontrollers, development tools and analog, interface, mixed-signal, timing, wired and wireless connectivity devices, and memory products. Under the leadership of the CODMs, the Company is structured and organized around standardized roles and responsibilities based on product groups and functional activities. The Company's product groups are responsible for product research, design and development. The Company's functional activities include sales, marketing, manufacturing, information technology, human resources, legal and finance. The Company's product groups have similar products, production processes, types of customers and methods for distribution. In addition, the tools and technologies used in the design and manufacture of the Company's products are shared among the various product groups. The Company's product group leaders, under the direction of the CODMs, define the product roadmaps and team with sales personnel to achieve design wins and revenue and other performance targets. Product group leaders also interact with manufacturing and operational personnel who are responsible for the production, prioritization and planning of the Company's manufacturing capabilities to help ensure the efficiency of the Company's operations and fulfillment of customer requirements. This centralized structure supports a global operating strategy in which the CODMs assess performance and allocate resources based on the Company's consolidated results. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements On April 1, 2019, the Company adopted Accounting Standards Codification Topic 842, Leases (ASC 842). 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 ASC 606. ASC 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 ASC 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 11 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 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 March 2020, the FASB issued ASU 2020-04- Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions to US GAAP for applying guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The guidance is effective upon issuance through December 31, 2022. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements . 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 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 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 consolidated financial statements . |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
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 |
Net Sales (Tables)
Net Sales (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
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): Year Ended March 31, 2020 2019 Distributors $ 2,626.9 $ 2,719.1 Direct customers 2,550.4 2,498.0 Licensees 96.9 132.4 Total net sales $ 5,274.2 $ 5,349.5 The following table represents the Company's net sales by product line (in millions): Year Ended March 31, 2020 2019 Microcontrollers $ 2,817.9 $ 2,921.9 Analog, interface, mixed signal and timing products 1,511.1 1,530.7 Field-programmable gate array products 373.5 303.8 Licensing, memory and other 571.7 593.1 Total net sales $ 5,274.2 $ 5,349.5 |
Geographic and Segment Inform_2
Geographic and Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales and Gross Profit for Each Segment | The following table represents net sales and gross profit for each segment (in millions): Years ended March 31, 2020 2019 2018 Net Sales Gross Profit Net Sales Gross Profit Net Sales Gross Profit Semiconductor products $ 5,177.3 $ 3,145.2 $ 5,217.1 $ 2,798.9 $ 3,876.0 $ 2,315.9 Technology licensing 96.9 96.9 132.4 132.4 104.8 104.8 Total $ 5,274.2 $ 3,242.1 $ 5,349.5 $ 2,931.3 $ 3,980.8 $ 2,420.7 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Identifiable long-lived assets (consisting of property, plant and equipment net of accumulated amortization and ROU assets) by geographic area are as follows (in millions): March 31, 2020 2019 United States $ 515.0 $ 521.1 Thailand 174.4 209.3 Various other countries 306.2 266.3 Total long-lived assets (1) $ 995.6 $ 996.7 (1) The amounts presented for March 31, 2020 include ROU assets of $119.5 million due to the adoption of ASC 842, Leases, under the retrospective cumulative effect adjustment transition method. The disclosures are not applicable for the fiscal year ended March 31, 2019 (see Note 11 , Leases , for further information). |
Special Charges and Other, Net
Special Charges and Other, Net (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Summary of Activity in Special Charges and Other, Net | The following table summarizes activity included in the " special charges and other, net " caption on the Company's consolidated statements of income (in millions): Year Ended March 31, 2020 2019 2018 Restructuring Employee separation costs $ 6.0 $ 65.3 $ 1.2 Gain on sale of assets (1.5 ) — (4.4 ) Impairment charges 3.2 3.6 — Contract exit costs 13.4 (4.7 ) 0.7 Other 9.9 (0.3 ) — Legal contingencies 15.7 (30.2 ) — Non-restructuring contract exit costs and other — — 20.0 Total $ 46.7 $ 33.7 $ 17.5 |
Roll Forward of Accrued Restructuring and Other Exit Cost Charges | The following is a roll forward of accrued restructuring and other exit cost charges for the fiscal years ended March 31, 2020 and March 31, 2019 (in millions): Restructuring Non-Restructuring Employee Separation Costs Exit Costs Exit Costs Total Balance at March 31, 2018 $ 0.8 $ 27.3 $ 19.1 $ 47.2 Additions due to Microsemi acquisition 10.4 9.0 — 19.4 Charges 48.9 (4.7 ) — 44.2 Payments (47.1 ) (13.1 ) (4.1 ) (64.3 ) Non-cash - Other — 0.7 0.7 1.4 Changes in foreign exchange rates (0.1 ) — — (0.1 ) Balance at March 31, 2019 $ 12.9 $ 19.2 $ 15.7 $ 47.8 Charges 6.0 13.4 — 19.4 Payments (11.6 ) (5.2 ) (4.3 ) (21.1 ) Non-cash - Other (1.2 ) (8.7 ) 0.6 (9.3 ) Effect of adoption of ASC 842 — (12.5 ) — (12.5 ) Balance at March 31, 2020 $ 6.1 $ 6.2 $ 12.0 $ 24.3 Current $ 7.9 Non-current 16.4 Total $ 24.3 |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
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): Year Ended March 31, 2020 2019 2018 Net income $ 570.6 $ 355.9 $ 255.4 Basic weighted average common shares outstanding 238.9 236.2 232.9 Dilutive effect of stock options and RSUs 3.4 3.8 4.4 Dilutive effect of 2007 Junior Convertible Debt — — 1.3 Dilutive effect of 2015 Senior Convertible Debt 13.7 9.9 10.3 Dilutive effect of 2017 Senior Convertible Debt 0.1 — — Dilutive effect of 2017 Junior Convertible Debt 0.1 — — Diluted weighted average common shares outstanding 256.2 249.9 248.9 Basic net income per common share $ 2.39 $ 1.51 $ 1.10 Diluted net income per common share $ 2.23 $ 1.42 $ 1.03 |
Schedule of Convertible Debt | The following is the weighted average conversion price per share used in calculating the dilutive effect (see Note 7 Debt for details on the convertible debt): Year Ended March 31, 2020 2019 2018 2007 Junior Convertible Debt (1) $ 23.59 2015 Senior Convertible Debt $ 61.80 $ 62.86 $ 63.94 2017 Senior Convertible Debt $ 96.37 $ 98.03 $ 99.71 2017 Junior Convertible Debt $ 94.68 $ 96.31 $ 97.96 (1) No longer outstanding as of December 31, 2017. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Debt obligations included in the consolidated balance sheets consisted of the following (in millions): Coupon Interest Rate Effective Interest Rate Fair Value of Liability Component at Issuance (1) March 31, 2020 2019 Senior Secured Indebtedness Revolving Credit Facility $ 2,388.5 $ 3,266.5 Term Loan Facility 1,723.5 1,911.5 Bridge Loan Facility 615.0 — 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 6,727.0 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% $916.8 1,110.0 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 3,866.3 4,481.3 Gross long-term debt including current maturities 10,593.3 11,659.3 Less: Debt discount (2) (1,043.2 ) (1,268.7 ) Less: Debt issuance costs (3) (67.9 ) (83.6 ) Net long-term debt including current maturities 9,482.2 10,307.0 Less: Current maturities (4) (608.8 ) (1,360.8 ) Net long-term debt $ 8,873.4 $ 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): March 31, 2020 2019 Bridge Loan Facility $ (3.1 ) $ — 2023 Notes (3.5 ) (4.4 ) 2021 Notes (2.1 ) (3.8 ) 2017 Senior Convertible Debt (504.2 ) (561.9 ) 2015 Senior Convertible Debt (192.9 ) (351.4 ) 2017 Junior Convertible Debt (337.4 ) (347.2 ) Total unamortized discount $ (1,043.2 ) $ (1,268.7 ) (3) Debt issuance costs consist of the following (in millions): March 31, 2020 2019 Revolving Credit Facility $ (14.6 ) $ (14.7 ) Term Loan Facility (14.6 ) (19.4 ) Bridge Loan Facility (3.1 ) — 2023 Notes (7.7 ) (10.2 ) 2021 Notes (4.8 ) (8.8 ) 2017 Senior Convertible Debt (13.0 ) (14.5 ) 2015 Senior Convertible Debt (7.0 ) (12.8 ) 2017 Junior Convertible Debt (3.1 ) (3.2 ) Total debt issuance costs $ (67.9 ) $ (83.6 ) (4) As of March 31, 2020 , current maturities include the Bridge Loan Facility. As of March 31, 2019 , current maturities consists of the liability component of the 2015 Senior Convertible Debt , as the debentures were convertible. |
Schedule of Maturities of Long-term Debt | Expected maturities relating to the Company’s debt obligations as of March 31, 2020 are as follows (in millions): Fiscal year ending March 31, Expected Maturities 2021 $ 615.0 2022 1,000.0 2023 — 2024 3,388.5 2025 1,110.0 Thereafter 4,479.8 Total $ 10,593.3 |
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 March 31, 2020 Conversion Rate Approximate Conversion Price Incremental Share Factor Maximum Conversion Rate 2017 Senior Convertible Debt (1) 10.4562 $ 95.64 5.2281 14.9001 2015 Senior Convertible Debt (1) 16.3058 $ 61.33 8.1529 22.8280 2017 Junior Convertible Debt (1) 10.6430 $ 93.96 5.3215 14.9001 (1) As of March 31, 2020 , the 2017 Senior Convertible Debt, the 2015 Senior Convertible Debt and the 2017 Junior Convertible Debt were not convertible. As of March 31, 2020 , the 2015 Senior Convertible Debt had a value if converted above par of $175.7 million . |
Schedule of Interest Expense | Interest expense consists of the following (in millions): Year Ended March 31, 2020 2019 2018 Debt issuance amortization $ 13.2 $ 12.9 $ 3.1 Debt discount amortization 2.9 2.2 — Interest expense 277.6 291.8 6.6 Total interest expense on Senior Secured Indebtedness 293.7 306.9 9.7 Debt issuance amortization 3.9 3.6 3.5 Debt discount amortization 118.8 112.4 106.1 Coupon interest expense 77.2 77.1 77.3 Total interest expense on Convertible Debt 199.9 193.1 186.9 Other interest expense 3.7 2.9 2.4 Total interest expense $ 497.3 $ 502.9 $ 199.0 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and March 31, 2019 (in millions). March 31, 2020 2019 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Revolving Credit Facility $ 2,373.9 $ 2,388.5 $ 3,251.8 $ 3,266.5 Term Loan Facility $ 1,708.9 $ 1,723.5 $ 1,892.1 $ 1,911.5 Bridge Loan Facility $ 608.8 $ 615.0 $ — $ — 2023 Senior Secured Notes $ 988.8 $ 990.0 $ 985.4 $ 1,020.1 2021 Senior Secured Notes $ 993.1 $ 985.0 $ 987.4 $ 1,008.1 2017 Senior Convertible Debt $ 1,552.8 $ 2,130.3 $ 1,493.6 $ 2,285.4 2015 Senior Convertible Debt $ 910.1 $ 1,601.8 $ 1,360.8 $ 2,810.6 2017 Junior Convertible Debt $ 345.8 $ 656.2 $ 335.9 $ 740.8 (1) The carrying amounts presented are net of debt discounts and debt issuance costs (see Note 7 Debt for further information). |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Indefinite-Lived | Intangible assets consist of the following (in millions): March 31, 2020 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 7,331.9 $ (1,924.6 ) $ 5,407.3 Customer-related 903.6 (674.7 ) 228.9 In-process research and development 8.8 — 8.8 Distribution rights and other 126.0 (68.7 ) 57.3 Total $ 8,370.3 $ (2,668.0 ) $ 5,702.3 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, Finite-Lived | Intangible assets consist of the following (in millions): March 31, 2020 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 7,331.9 $ (1,924.6 ) $ 5,407.3 Customer-related 903.6 (674.7 ) 228.9 In-process research and development 8.8 — 8.8 Distribution rights and other 126.0 (68.7 ) 57.3 Total $ 8,370.3 $ (2,668.0 ) $ 5,702.3 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 fiscal 2021 through fiscal 2025 , absent any future acquisitions or impairment charges (in millions): Fiscal Year Ending March 31, Projected Amortization Expense 2021 $ 985.8 2022 $ 903.3 2023 $ 693.1 2024 $ 617.6 2025 $ 501.4 |
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): Year Ended March 31, 2020 2019 2018 Amortization expense charged to cost of sales $ 8.9 $ 9.6 $ 6.1 Amortization expense charged to operating expense 1,037.8 686.2 486.1 Total amortization expense $ 1,046.7 $ 695.8 $ 492.2 |
Schedule of Goodwill Activity | Goodwill activity for fiscal 2020 and fiscal 2019 was as follows (amounts in millions): Semiconductor Products Reporting Unit Technology Licensing Reporting Unit Balance at March 31, 2018 $ 2,279.8 $ 19.2 Additions due to the acquisition of Microsemi 4,364.9 — Balance at March 31, 2019 $ 6,644.7 $ 19.2 Additions 0.9 — Balance at March 31, 2020 $ 6,645.6 $ 19.2 |
Other Financial Statement Det_2
Other Financial Statement Details (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Accounts Receivable | Accounts receivable consists of the following (in millions): March 31, 2020 2019 Trade accounts receivable $ 924.1 $ 875.8 Other 14.8 6.8 Total accounts receivable, gross 938.9 882.6 Less allowance for doubtful accounts 4.9 2.0 Total accounts receivable, net $ 934.0 $ 880.6 |
Summary of Inventory | The components of inventories consist of the following (in millions): March 31, 2020 2019 Raw materials $ 92.3 $ 74.5 Work in process 441.7 413.0 Finished goods 151.7 224.2 Total inventories $ 685.7 $ 711.7 |
Summary of Property, Plant and Equipment | Property, plant and equipment consists of the following (in millions): March 31, 2020 2019 Land $ 83.4 $ 83.4 Building and building improvements 659.5 647.6 Machinery and equipment 2,123.1 2,095.5 Projects in process 100.1 119.2 Total property, plant and equipment, gross 2,966.1 2,945.7 Less accumulated depreciation and amortization 2,090.0 1,949.0 Total property, plant and equipment, net $ 876.1 $ 996.7 |
Summary of Accrued Liabilities | Accrued liabilities consists of the following (in millions): March 31, 2020 2019 Accrued compensation and benefits $ 137.5 $ 133.2 Income taxes payable 38.0 46.9 Sales related reserves 353.0 366.9 Current portion of lease liabilities 44.5 — Accrued expenses and other liabilities 208.8 240.3 Total accrued liabilities $ 781.8 $ 787.3 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease Expense | The details of the Company's total lease expense are as follows (in millions): Year Ended March 31, 2020 Operating lease expense $ 50.8 Variable lease expense 10.8 Short-term lease expense 8.8 Total lease expense $ 70.4 The Company's weighted-average remaining lease-term and weighted-average discount rate are as follows: As of March 31, 2020 Weighted average remaining lease-term 4.4 years Weighted average discount rate 4.6 % |
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): March 31, 2020 Other assets: Right-of-use assets $ 119.5 Total lease assets $ 119.5 Accrued liabilities: Current portion of lease liabilities $ 44.5 Other long-term liabilities: Non-current portion of lease liabilities 94.7 Total lease liabilities $ 139.2 |
Schedule of Operating Lease Liability Maturities | The following table presents the maturities of lease liabilities as of March 31, 2020 (in millions): Fiscal year ending March 31, Operating Leases 2021 $ 49.2 2022 41.9 2023 22.8 2024 12.2 2025 8.2 Thereafter 18.9 Total lease payments $ 153.2 Less: Imputed lease interests 14.0 Total lease liabilities $ 139.2 |
Schedule of Future Minimum Lease Obligations Under Non-Cancelable Operating Leases | 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of income tax expense (benefit) | The income tax provision consists of the following (amounts in millions): Year Ended March 31, 2020 2019 2018 Pretax (loss) income: U.S. $ (485.2 ) $ (593.4 ) $ (127.3 ) Foreign 635.6 797.9 864.6 $ 150.4 $ 204.5 $ 737.3 Current (benefit) expense: U.S. Federal $ 21.1 $ (98.0 ) $ 369.4 State 1.0 (5.3 ) 0.5 Foreign 48.0 14.1 60.8 Total current (benefit) expense $ 70.1 $ (89.2 ) $ 430.7 Deferred expense (benefit): U.S. Federal $ (127.8 ) $ 11.9 $ 82.5 State (13.2 ) 0.6 0.1 Foreign (349.3 ) (74.7 ) (31.4 ) Total deferred (benefit) expense (490.3 ) (62.2 ) 51.2 Total Income tax (benefit) provision $ (420.2 ) $ (151.4 ) $ 481.9 |
Reconciliation of expected federal income tax expense to actual | The sources and tax effects of the differences in the total income tax provision are as follows (amounts in millions): Year Ended March 31, 2020 2019 2018 Computed expected income tax provision $ 31.5 $ 43.0 $ 232.6 State income taxes, net of federal benefit (5.4 ) (8.7 ) (1.3 ) Foreign income taxed at lower than the federal rate (78.8 ) (94.0 ) (208.8 ) Impact of the Act - one-time transition tax, net of foreign tax credits — 13.1 653.7 Impact of the Act - deferred tax effects, net of valuation allowance — — (136.7 ) GILTI and foreign-derived intangible income ("FDII"), net of credits 54.7 95.4 — Business realignment of intellectual property rights (334.8 ) (90.6 ) — Increases related to current year tax positions 20.1 9.0 32.0 Decreases related to prior year tax positions (1) (28.5 ) (75.1 ) (11.3 ) Share-based compensation (11.1 ) (13.3 ) (27.2 ) Research and development tax credits (40.8 ) (27.5 ) (17.0 ) Intercompany prepaid tax asset amortization — 5.2 7.4 Foreign exchange (0.9 ) 4.6 (20.5 ) Other 2.4 (2.6 ) (0.5 ) Change in valuation allowance (28.6 ) (9.9 ) (20.5 ) Total income tax provision (benefit) $ (420.2 ) $ (151.4 ) $ 481.9 (1) The release of prior year tax positions during fiscal 2020 increased the basic and diluted net income per common share by $0.12 and $0.11 , respectively. The release of prior year tax positions during fiscal 2019 increased the basic and diluted net income per common share by $0.32 and $0.30 , respectively. The release of prior year tax positions during fiscal 2018 increased the basic and diluted net income per common share by $0.05 . |
Schedule of deferred tax assets and liabilities | The tax effects of temporary differences that give rise to significant portions of the Company's deferred tax assets and deferred tax liabilities are as follows (amounts in millions): March 31, 2020 2019 Deferred tax assets: Inventory valuation $ 48.5 $ 45.0 Net operating loss carryforward 74.8 94.3 Capital loss carryforward 9.4 9.6 Share-based compensation 39.8 42.4 Income tax credits 351.1 376.5 Property, plant and equipment 31.7 23.6 Accrued expenses and other 80.4 91.4 Intangible assets 1,694.8 1,608.1 Lease liabilities 20.2 — Other 14.0 12.6 Gross deferred tax assets 2,364.7 2,303.5 Valuation allowances (303.5 ) (332.1 ) Deferred tax assets, net of valuation allowances 2,061.2 1,971.4 Deferred tax liabilities: Convertible debt (228.7 ) (279.3 ) Intangible assets (365.1 ) (721.0 ) ROU assets (24.3 ) — Other (13.1 ) — Deferred tax liabilities (631.2 ) (1,000.3 ) Net deferred tax asset $ 1,430.0 $ 971.1 Reported as: Non-current deferred tax assets $ 1,748.5 $ 1,677.2 Non-current deferred tax liability (318.5 ) (706.1 ) Net deferred tax asset $ 1,430.0 $ 971.1 |
Summary of Valuation Allowance | A summary of additions and deductions related to the valuation allowance for deferred tax asset accounts for the years ended March 31, 2020 , 2019 and 2018 follows (amounts in millions): Balance at Beginning of Year Additions Charged to Costs and Expenses Additions Charged to Other Accounts Deductions Balance at End of Year Valuation allowance for deferred tax assets: Fiscal 2020 $ 332.1 $ 26.0 $ — $ (54.6 ) $ 303.5 Fiscal 2019 $ 204.5 $ 16.2 $ 175.8 $ (64.4 ) $ 332.1 Fiscal 2018 $ 210.1 $ 36.2 $ — $ (41.8 ) $ 204.5 |
Rollforward of unrecognized tax benefits | The following table summarizes the activity related to the Company's gross unrecognized tax benefits from April 1, 2017 to March 31, 2020 (amounts in millions): Year Ended March 31, 2020 2019 2018 Beginning balance $ 763.4 $ 436.0 $ 398.5 Increases related to acquisitions — 329.7 — Decreases related to settlements with tax authorities (1.2 ) (8.3 ) (0.1 ) Decreases related to statute of limitation expirations (30.9 ) (16.2 ) (10.9 ) Increases related to current year tax positions 30.2 27.8 30.3 Increases (decreases) related to prior year tax positions (4.2 ) (5.6 ) 18.2 Ending balance $ 757.3 $ 763.4 $ 436.0 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The aggregate net pension expense relating to these two plans is as follows (in millions): Year Ended March 31, 2020 2019 2018 Service costs $ 1.7 $ 1.5 $ 2.2 Interest costs 0.9 1.1 1.0 Amortization of actuarial loss 0.8 0.4 0.8 Net pension period cost $ 3.4 $ 3.0 $ 4.0 |
Schedule of Changes in Projected Benefit Obligations | The change in projected benefit obligation and the accumulated benefit obligation, were as follows (in millions): Year Ended March 31, 2020 2019 Projected benefit obligation at the beginning of the year $ 72.7 $ 61.0 Additions due to acquisition of Microsemi — 9.8 Service cost 1.7 1.5 Interest cost 0.9 1.1 Actuarial losses (2.6 ) 6.0 Benefits paid (1.5 ) (0.9 ) Foreign currency exchange rate changes (1.2 ) (5.8 ) Projected benefit obligation at the end of the year $ 70.0 $ 72.7 Accumulated benefit obligation at the end of the year $ 65.1 $ 66.7 Weighted average assumptions Discount rate 1.48 % 1.41 % Rate of compensation increase 2.77 % 2.79 % |
Schedule of Assumptions Used | The change in projected benefit obligation and the accumulated benefit obligation, were as follows (in millions): Year Ended March 31, 2020 2019 Projected benefit obligation at the beginning of the year $ 72.7 $ 61.0 Additions due to acquisition of Microsemi — 9.8 Service cost 1.7 1.5 Interest cost 0.9 1.1 Actuarial losses (2.6 ) 6.0 Benefits paid (1.5 ) (0.9 ) Foreign currency exchange rate changes (1.2 ) (5.8 ) Projected benefit obligation at the end of the year $ 70.0 $ 72.7 Accumulated benefit obligation at the end of the year $ 65.1 $ 66.7 Weighted average assumptions Discount rate 1.48 % 1.41 % Rate of compensation increase 2.77 % 2.79 % |
Schedule of Expected Benefit Payments | Future estimated expected benefit payments for fiscal year 2021 through 2030 are as follows (in millions): Fiscal Year Ending March 31, Expected Benefit Payments 2021 $ 1.3 2022 1.5 2023 1.8 2024 2.4 2025 2.2 2026 through 2030 12.9 Total $ 22.1 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
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): Year Ended March 31, 2020 2019 2018 Cost of sales (1) $ 20.9 $ 14.9 $ 13.8 Research and development 82.9 72.0 42.5 Selling, general and administrative 66.4 62.3 36.9 Special charges and other, net — 17.2 — Pre-tax effect of share-based compensation 170.2 166.4 93.2 Income tax benefit 36.9 35.5 28.3 Net income effect of share-based compensation $ 133.3 $ 130.9 $ 64.9 (1) During the fiscal year ended March 31, 2020 , $19.8 million of share-based compensation expense was capitalized to inventory, and $20.9 million of previously capitalized share-based compensation expense in inventory was sold. During the fiscal year ended March 31, 2019 , $17.2 million of share-based compensation expense was capitalized to inventory and $14.9 million of previously capitalized share-based compensation expense in inventory was sold. During the fiscal year ended March 31, 2018 , $11.9 million of share-based compensation expense was capitalized to inventory and $13.8 million |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | RSU share activity under the 2004 Plan is set forth below: Number of Shares Weighted Average Grant Date Fair Value Nonvested shares at March 31, 2017 6,419,456 $ 42.06 Granted 1,267,536 $ 77.26 Forfeited (279,051 ) $ 49.65 Vested (1,735,501 ) $ 38.00 Nonvested shares at March 31, 2018 5,672,440 $ 50.79 Granted 1,951,408 $ 77.83 Assumed upon acquisition 1,805,680 $ 91.70 Forfeited (408,242 ) $ 73.36 Vested (2,729,324 ) $ 61.51 Nonvested shares at March 31, 2019 6,291,962 $ 64.81 Granted 2,182,044 $ 88.17 Forfeited (340,659 ) $ 75.50 Vested (2,391,294 ) $ 57.47 Nonvested shares at March 31, 2020 5,742,053 $ 76.11 |
Share-based Payment Arrangement, Option, Activity | Stock option and stock appreciation right (SAR) activity under the Company's stock incentive plans in the three years ended March 31, 2020 is set forth below: Number of Shares Weighted Average Exercise Price per Share Outstanding at March 31, 2017 433,117 $ 31.51 Exercised (131,666 ) $ 31.75 Forfeited or expired (17,111 ) $ 34.73 Outstanding at March 31, 2018 284,340 $ 31.21 Assumed upon acquisition 141,751 $ 25.86 Exercised (140,118 ) $ 27.67 Forfeited or expired (4,091 ) $ 39.62 Outstanding at March 31, 2019 281,882 $ 30.16 Exercised (130,419 ) $ 28.71 Forfeited or expired (2,453 ) $ 20.02 Outstanding at March 31, 2020 149,010 $ 31.59 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Changes in Components of Accumulated Other Comprehensive Income | The following tables present the changes in the components of accumulated other comprehensive loss for the years ended March 31, 2020 and March 31, 2019 : Unrealized Holding Gains (Losses) Available-for-sale Securities Minimum Pension Liability Foreign Currency Total Balance 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 — 1.4 (1.8 ) (0.4 ) Amounts reclassified from accumulated other comprehensive income (loss) — 0.8 — 0.8 Net other comprehensive income (loss) — 2.2 (1.8 ) 0.4 Balance at March 31, 2020 $ — $ (5.1 ) $ (16.5 ) $ (21.6 ) Unrealized Holding Gains (Losses) Available-for-sale Securities Minimum Pension Liability Foreign Currency Total Balance at March 31, 2018 $ 1.9 $ (10.1 ) $ (9.4 ) $ (17.6 ) Impact of change in accounting principle (1.7 ) — — (1.7 ) Opening Balance as of April 1, 2018 $ 0.2 $ (10.1 ) $ (9.4 ) $ (19.3 ) Other comprehensive (loss) income before reclassifications (5.6 ) 2.9 (5.3 ) (8.0 ) Amounts reclassified from accumulated other comprehensive income 5.6 1.0 — 6.6 Net other comprehensive income (loss) — 3.9 (5.3 ) (1.4 ) Balance at March 31, 2019 $ 0.2 $ (6.2 ) $ (14.7 ) $ (20.7 ) |
Schedule of Reclassification Out of Other Comprehensive Income | The table below details where reclassifications of realized transactions out of accumulated other comprehensive loss are recorded on the consolidated statements of income (amounts in millions): Year ended March 31, Description of AOCI Component 2020 2019 2018 Related Statement of Income Line Unrealized losses on available-for-sale securities $ — $ (5.6 ) $ (15.2 ) Other income, net Amortization of actuarial loss (0.8 ) (1.0 ) (0.8 ) Other income, net Reclassification of realized transactions, net of taxes $ (0.8 ) $ (6.6 ) $ (16.0 ) Net Income |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | The following table presents the Company's selected unaudited quarterly operating results for the eight quarters ended March 31, 2020 . The Company believes that all adjustments of a normal recurring nature have been made to present fairly the related quarterly results (in millions, except per share amounts). Amounts may not add to the total due to rounding: Fiscal 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Total Net sales $ 1,322.6 $ 1,337.8 $ 1,287.4 $ 1,326.4 $ 5,274.2 Gross profit $ 815.2 $ 827.5 $ 785.5 $ 813.9 $ 3,242.1 Operating income $ 171.6 $ 183.6 $ 131.2 $ 160.7 $ 647.1 Net income $ 50.7 $ 108.9 $ 311.1 $ 99.9 $ 570.6 Diluted net income per common share $ 0.20 $ 0.43 $ 1.20 $ 0.39 $ 2.23 Fiscal 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Total Net sales $ 1,212.5 $ 1,432.5 $ 1,374.7 $ 1,329.8 $ 5,349.5 Gross profit $ 642.0 $ 689.3 $ 779.6 $ 820.5 $ 2,931.3 Operating income $ 132.3 $ 102.7 $ 194.7 $ 284.6 $ 714.3 Net income $ 35.7 $ 96.3 $ 49.2 $ 174.7 $ 355.9 Diluted net income per common share $ 0.14 $ 0.38 $ 0.20 $ 0.70 $ 1.42 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) $ in Millions | 12 Months Ended | |||||
Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($)segment | Mar. 31, 2020USD ($)reporting_unit | Mar. 31, 2020USD ($)unit | Apr. 01, 2019USD ($) | Mar. 31, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Number of reporting units | 2 | 2 | ||||
Amount of distributor advances, included in accounts receivable | $ 149.6 | $ 149.6 | $ 149.6 | $ 149.6 | $ 170.7 | |
Number of days requiring distributor to settle receivable balances (in days) | 30 days | |||||
Number of operating segments | segment | 2 | |||||
Right-of-use assets | $ 119.5 | $ 119.5 | 119.5 | 119.5 | ||
Current portion of lease liabilities | 44.5 | 44.5 | 44.5 | 44.5 | ||
Non-current portion of lease liabilities | $ 94.7 | $ 94.7 | $ 94.7 | $ 94.7 | ||
Accounting Standards Update 2016-02 | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Right-of-use assets | $ 124.6 | |||||
Current portion of lease liabilities | 39.4 | |||||
Non-current portion of lease liabilities | $ 97.9 | |||||
Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Upgrade period | 1 year | |||||
Product warranty | 12 months | |||||
Useful life | 1 year | |||||
Minimum | Building and building improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, useful life | 10 years | |||||
Minimum | Machinery and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, useful life | 5 years | |||||
Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Upgrade period | 3 years | |||||
Product warranty | 24 months | |||||
Useful life | 15 years | |||||
Maximum | Building and building improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, useful life | 40 years | |||||
Maximum | Machinery and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, useful life | 7 years |
Business Acquisitions - Narrati
Business Acquisitions - Narrative, Microsemi (Details) - USD ($) $ in Millions | May 29, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 |
Business Acquisition [Line Items] | ||||
Acquisition of Microsemi, net of cash acquired | $ 0 | $ 7,850.6 | $ 0 | |
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 | 13 years | |||
Deferred tax liabilities | $ 856.7 | |||
Microsemi Corporation | Backlog | ||||
Business Acquisition [Line Items] | ||||
Useful life | 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 | Mar. 31, 2020 | 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, finite-lived | $ 5,634.5 |
In-process research and development | |
Business Acquisition [Line Items] | |
Purchased intangible assets, indefinite-lived | $ 847.1 |
Core and developed technology | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 15 years |
Purchased intangible assets, finite-lived | $ 4,569.1 |
Customer-related | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 12 years |
Purchased intangible assets, finite-lived | $ 200.2 |
Backlog | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 1 year |
Purchased intangible assets, finite-lived | $ 12.3 |
Other | |
Business Acquisition [Line Items] | |
Weighted Average Useful Life (in years) | 4 years |
Purchased intangible assets, finite-lived | $ 5.8 |
Net Sales (Details)
Net Sales (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | $ 1,326.4 | $ 1,287.4 | $ 1,337.8 | $ 1,322.6 | $ 1,329.8 | $ 1,374.7 | $ 1,432.5 | $ 1,212.5 | $ 5,274.2 | $ 5,349.5 | $ 3,980.8 |
Payment terms | 30 days | ||||||||||
Distributors | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | $ 2,626.9 | 2,719.1 | |||||||||
Direct customers | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 2,550.4 | 2,498 | |||||||||
Licensees | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 96.9 | 132.4 | |||||||||
Microcontrollers | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 2,817.9 | 2,921.9 | |||||||||
Analog, interface, mixed signal and timing products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 1,511.1 | 1,530.7 | |||||||||
Field-programmable gate array products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 373.5 | 303.8 | |||||||||
Licensing, memory and other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | $ 571.7 | $ 593.1 |
Geographic and Segment Inform_3
Geographic and Segment Information - Gross Profit (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Segment reporting information [Line Items] | |||||||||||
Net Sales | $ 1,326.4 | $ 1,287.4 | $ 1,337.8 | $ 1,322.6 | $ 1,329.8 | $ 1,374.7 | $ 1,432.5 | $ 1,212.5 | $ 5,274.2 | $ 5,349.5 | $ 3,980.8 |
Gross Profit | $ 813.9 | $ 785.5 | $ 827.5 | $ 815.2 | $ 820.5 | $ 779.6 | $ 689.3 | $ 642 | 3,242.1 | 2,931.3 | 2,420.7 |
Semiconductor products | |||||||||||
Segment reporting information [Line Items] | |||||||||||
Net Sales | 5,177.3 | 5,217.1 | 3,876 | ||||||||
Gross Profit | 3,145.2 | 2,798.9 | 2,315.9 | ||||||||
Technology licensing | |||||||||||
Segment reporting information [Line Items] | |||||||||||
Net Sales | 96.9 | 132.4 | 104.8 | ||||||||
Gross Profit | $ 96.9 | $ 132.4 | $ 104.8 |
Geographic and Segment Inform_4
Geographic and Segment Information - Long-Lived Assets and Concentration Risk (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Total long-lived assets | $ 995.6 | $ 996.7 | |
ROU assets | 119.5 | ||
United States | |||
Segment Reporting Information [Line Items] | |||
Total long-lived assets | 515 | 521.1 | |
Thailand | |||
Segment Reporting Information [Line Items] | |||
Total long-lived assets | 174.4 | 209.3 | |
Various other countries | |||
Segment Reporting Information [Line Items] | |||
Total long-lived assets | $ 306.2 | $ 266.3 | |
Located outside US, in aggregate | Sales | Geographic Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales to unaffiliated customers | 78.00% | 80.00% | 85.00% |
Located outside US, in aggregate | Sales | Customer Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales to unaffiliated customers | 10.00% | 10.00% | |
Europe | Sales | Geographic Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales to unaffiliated customers | 22.00% | 23.00% | 24.00% |
Asia | Sales | Geographic Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales to unaffiliated customers | 52.00% | 52.00% | 58.00% |
China | Sales | Geographic Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales to unaffiliated customers | 21.00% | 22.00% | 30.00% |
Taiwan | Sales | Geographic Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales to unaffiliated customers | 15.00% | 13.00% | 11.00% |
Special Charges and Other, Ne_2
Special Charges and Other, Net - Summary of Activity in Special Charges and Other, Net (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | ||
Restructuring | ||||
Employee separation costs | $ 6 | $ 65.3 | $ 1.2 | |
Gain on sale of assets | (1.5) | 0 | (4.4) | |
Impairment charges | 3.2 | 3.6 | 0 | |
Contract exit costs | 13.4 | (4.7) | 0.7 | |
Other | 9.9 | (0.3) | 0 | |
Legal contingencies | 15.7 | (30.2) | 0 | |
Non-restructuring contract exit costs and other | 0 | 0 | 20 | |
Total | [1] | $ 46.7 | $ 33.7 | $ 17.5 |
[1] | Year ended March 31,(1) Includes share-based compensation expense as follows: Cost of sales$20.9 $14.9 $13.8Research and development$82.9 $72.0 $42.5Selling, general and administrative$66.4 $62.3 $36.9Special charges and other, net$— $17.2 $— |
Special Charges and Other, Ne_3
Special Charges and Other, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Costs associated with restructuring | $ 18 | ||
Asset impairment charges | 2.5 | ||
Remaining associated costs with restructuring activities (less than) | 10 | ||
Net charges related to legal settlements | 15.7 | $ (30.2) | $ 0 |
Non-restructuring contract exit costs and other | 0 | 0 | 20 |
Employee separation costs | 6 | 65.3 | 1.2 |
Gain on sale of assets | 1.5 | 0 | 4.4 |
Contract exit costs (income) | 13.4 | (4.7) | 0.7 |
Restructuring reserve | 24.3 | 47.8 | 47.2 |
Atmel Corporation | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee separation costs | 1.2 | ||
Micrel Incorporated | |||
Restructuring Cost and Reserve [Line Items] | |||
Proceeds from sale of property, plant, and equipment | 10 | ||
Gain on sale of assets | 4.4 | ||
Contract Termination | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost incurred | 8.2 | ||
Non-restructuring contract exit costs and other | $ 19.5 | ||
Termination period | 5 years | ||
Supply agreement term | 10 years | ||
Contract Termination | Semiconductor Products | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related cost, costs incurred to date | 53.5 | ||
Other Relocation Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost incurred | 6.6 | ||
Restructuring reserve | 12 | 15.7 | $ 19.1 |
Employee Separation | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | 6.1 | 12.9 | 0.8 |
Employee Separation | Semiconductor Products | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee separation costs | 6 | $ 65.3 | $ 1.2 |
Restructuring and related cost, costs incurred to date | $ 111.6 |
Special Charges and Other, Ne_4
Special Charges and Other, Net - Roll Forward of Accrued Restructuring and Other Exit Cost Charges (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | $ 47.8 | $ 47.2 |
Additions due to Microsemi acquisition | 19.4 | |
Charges | 19.4 | 44.2 |
Payments | (21.1) | (64.3) |
Non-cash - Other | (9.3) | 1.4 |
Changes in foreign exchange rates | (0.1) | |
Effect of adoption of ASC 842 | (12.5) | |
Restructuring reserve, ending balance | 24.3 | 47.8 |
Current | 7.9 | |
Non-current | 16.4 | |
Restructuring Employee Separation Costs | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 12.9 | 0.8 |
Additions due to Microsemi acquisition | 10.4 | |
Charges | 6 | 48.9 |
Payments | (11.6) | (47.1) |
Non-cash - Other | (1.2) | 0 |
Changes in foreign exchange rates | (0.1) | |
Effect of adoption of ASC 842 | 0 | |
Restructuring reserve, ending balance | 6.1 | 12.9 |
Restructuring Exit Costs | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 19.2 | 27.3 |
Additions due to Microsemi acquisition | 9 | |
Charges | 13.4 | (4.7) |
Payments | (5.2) | (13.1) |
Non-cash - Other | (8.7) | 0.7 |
Changes in foreign exchange rates | 0 | |
Effect of adoption of ASC 842 | (12.5) | |
Restructuring reserve, ending balance | 6.2 | 19.2 |
Non-Restructuring Exit Costs | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 15.7 | 19.1 |
Additions due to Microsemi acquisition | 0 | |
Charges | 0 | 0 |
Payments | (4.3) | (4.1) |
Non-cash - Other | 0.6 | 0.7 |
Changes in foreign exchange rates | 0 | |
Effect of adoption of ASC 842 | 0 | |
Restructuring reserve, ending balance | $ 12 | $ 15.7 |
Net Income Per Common Share (De
Net Income Per Common Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income | $ 99.9 | $ 311.1 | $ 108.9 | $ 50.7 | $ 174.7 | $ 49.2 | $ 96.3 | $ 35.7 | $ 570.6 | $ 355.9 | $ 255.4 |
Basic weighted average common shares outstanding (in shares) | 238,900,000 | 236,200,000 | 232,900,000 | ||||||||
Dilutive effect of stock options and RSUs (in shares) | 3,400,000 | 3,800,000 | 4,400,000 | ||||||||
Diluted weighted average common shares outstanding (in shares) | 256,200,000 | 249,900,000 | 248,900,000 | ||||||||
Basic net income per common share (in dollars per share) | $ 2.39 | $ 1.51 | $ 1.10 | ||||||||
Diluted net income per common share (in dollars per share) | $ 0.39 | $ 1.20 | $ 0.43 | $ 0.20 | $ 0.70 | $ 0.20 | $ 0.38 | $ 0.14 | $ 2.23 | $ 1.42 | $ 1.03 |
Antidilutive dilutive option shares (in shares) | 0 | 0 | 0 | ||||||||
2007 Junior Convertible Notes | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Dilutive effect of Convertible Debt (in shares) | 0 | 0 | 1,300,000 | ||||||||
2007 Junior Convertible Notes | Weighted Average | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 23.59 | ||||||||||
2015 Senior Convertible Debt | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Dilutive effect of Convertible Debt (in shares) | 13,700,000 | 9,900,000 | 10,300,000 | ||||||||
2015 Senior Convertible Debt | Weighted Average | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | 61.80 | 62.86 | $ 61.80 | $ 62.86 | $ 63.94 | ||||||
2017 Senior Convertible Debt | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Dilutive effect of Convertible Debt (in shares) | 100,000 | 0 | 0 | ||||||||
2017 Senior Convertible Debt | Weighted Average | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | 96.37 | 98.03 | $ 96.37 | $ 98.03 | $ 99.71 | ||||||
2017 Junior Convertible Debt | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Dilutive effect of Convertible Debt (in shares) | 100,000 | 0 | 0 | ||||||||
2017 Junior Convertible Debt | Weighted Average | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 94.68 | $ 96.31 | $ 94.68 | $ 96.31 | $ 97.96 |
Debt - Debt Obligations (Detail
Debt - Debt Obligations (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Mar. 27, 2020 | Mar. 31, 2019 | May 31, 2018 | Feb. 28, 2017 | Feb. 28, 2015 |
Debt Instrument [Line Items] | ||||||
Gross long-term debt including current maturities | $ 10,593.3 | $ 11,659.3 | ||||
Less: Debt discount | (1,043.2) | (1,268.7) | ||||
Less: Debt issuance costs | (67.9) | (83.6) | $ (33.7) | |||
Net long-term debt including current maturities | 9,482.2 | 10,307 | ||||
Less: Current maturities | (608.8) | (1,360.8) | ||||
Net long-term debt | 8,873.4 | 8,946.2 | ||||
2015 Senior Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Less: Debt issuance costs | $ (30.3) | |||||
Senior Secured Indebtedness | ||||||
Debt Instrument [Line Items] | ||||||
Gross long-term debt including current maturities | 6,727 | 7,178 | ||||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Less: Debt issuance costs | (3.9) | |||||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Gross long-term debt including current maturities | 2,388.5 | 3,266.5 | ||||
Less: Debt issuance costs | (14.6) | (14.7) | ||||
Line of Credit | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Gross long-term debt including current maturities | 1,723.5 | 1,911.5 | ||||
Less: Debt issuance costs | (14.6) | (19.4) | $ (34.7) | |||
Bridge Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Gross long-term debt including current maturities | 615 | 0 | ||||
Less: Debt discount | (3.1) | 0 | ||||
Less: Debt issuance costs | $ (3.1) | $ (6.2) | 0 | |||
Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Less: Debt discount | (10.5) | |||||
Less: Debt issuance costs | $ (24.4) | |||||
Senior Notes | 2023 Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Coupon Interest Rate | 4.333% | 4.333% | ||||
Effective Interest Rate | 4.70% | |||||
Gross long-term debt including current maturities | $ 1,000 | 1,000 | ||||
Less: Debt discount | (3.5) | (4.4) | ||||
Less: Debt issuance costs | $ (7.7) | (10.2) | ||||
Senior Notes | 2021 Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Coupon Interest Rate | 3.922% | 3.922% | ||||
Effective Interest Rate | 4.50% | |||||
Gross long-term debt including current maturities | $ 1,000 | 1,000 | ||||
Less: Debt discount | (2.1) | (3.8) | ||||
Less: Debt issuance costs | (4.8) | (8.8) | ||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Gross long-term debt including current maturities | $ 3,866.3 | 4,481.3 | ||||
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 | $ 1,396.3 | |||||
Gross long-term debt including current maturities | 2,070 | 2,070 | ||||
Less: Debt discount | (504.2) | (561.9) | ||||
Less: Debt issuance costs | $ (13) | (14.5) | ||||
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 | $ 916.8 | |||||
Gross long-term debt including current maturities | 1,110 | 1,725 | ||||
Less: Debt discount | (192.9) | (351.4) | ||||
Less: Debt issuance costs | $ (7) | (12.8) | ||||
Junior Subordinated Convertible 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 | $ 321.1 | |||||
Gross long-term debt including current maturities | 686.3 | 686.3 | ||||
Less: Debt discount | (337.4) | (347.2) | ||||
Less: Debt issuance costs | $ (3.1) | $ (3.2) |
Debt - Unamortized Discount and
Debt - Unamortized Discount and Debt Issuance Costs (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Mar. 27, 2020 | Mar. 31, 2019 | May 31, 2018 | Feb. 28, 2017 | Feb. 28, 2015 |
Debt Instrument [Line Items] | ||||||
Total unamortized discount | $ (1,043.2) | $ (1,268.7) | ||||
Total debt issuance costs | (67.9) | (83.6) | $ (33.7) | |||
2015 Senior Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Total debt issuance costs | $ (30.3) | |||||
Bridge Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Total unamortized discount | (3.1) | 0 | ||||
Total debt issuance costs | (3.1) | $ (6.2) | 0 | |||
Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total unamortized discount | $ (10.5) | |||||
Total debt issuance costs | $ (24.4) | |||||
Senior Notes | 2023 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total unamortized discount | (3.5) | (4.4) | ||||
Total debt issuance costs | (7.7) | (10.2) | ||||
Senior Notes | 2021 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total unamortized discount | (2.1) | (3.8) | ||||
Total debt issuance costs | (4.8) | (8.8) | ||||
Senior Convertible Debt | 2017 Senior Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Total unamortized discount | (504.2) | (561.9) | ||||
Total debt issuance costs | (13) | (14.5) | ||||
Senior Convertible Debt | 2015 Senior Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Total unamortized discount | (192.9) | (351.4) | ||||
Total debt issuance costs | (7) | (12.8) | ||||
Junior Convertible Debt | 2017 Junior Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Total unamortized discount | (337.4) | (347.2) | ||||
Total debt issuance costs | $ (3.1) | $ (3.2) |
Debt - Maturities (Details)
Debt - Maturities (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Mar. 31, 2019 |
Fiscal year ending March 31, | ||
2021 | $ 615 | |
2022 | 1,000 | |
2023 | 0 | |
2024 | 3,388.5 | |
2025 | 1,110 | |
Thereafter | 4,479.8 | |
Total | $ 10,593.3 | $ 11,659.3 |
Debt - Summary of Conversion Fe
Debt - Summary of Conversion Features (Details) shares in Millions | Mar. 27, 2020USD ($) | Mar. 31, 2020USD ($)shares | Nov. 30, 2017USD ($) | Jun. 30, 2017USD ($)shares | Feb. 28, 2017USD ($)shares | Feb. 28, 2015USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Mar. 31, 2020USD ($)day | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($) | Mar. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
If-converted value in excess of principal | $ 1,000 | ||||||||||||||
Shares issued to settle convertible debt | 351,800,000 | $ 298,500,000 | |||||||||||||
Loss on settlement of debt | $ 3,400,000 | $ 1,900,000 | $ 8,300,000 | $ 4,100,000 | 5,400,000 | $ 12,600,000 | 16,000,000 | $ 43,900,000 | $ 50,600,000 | ||||||
Gross long-term debt including current maturities | $ 10,593,300,000 | 10,593,300,000 | 11,659,300,000 | 10,593,300,000 | 11,659,300,000 | ||||||||||
Debt instrument, unamortized discount | 1,043,200,000 | 1,043,200,000 | 1,268,700,000 | 1,043,200,000 | 1,268,700,000 | ||||||||||
Debt issuance costs, net | 67,900,000 | $ 33,700,000 | 67,900,000 | 83,600,000 | $ 67,900,000 | 83,600,000 | |||||||||
Debt portion of convertible debt issuance costs | 3,400,000 | ||||||||||||||
Equity portion of convertible debt issuance costs | 12,500,000 | ||||||||||||||
Induced conversion of convertible debt expense | 5,000,000 | ||||||||||||||
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) | 6 years 10 months 24 days | ||||||||||||||
Proceeds from debt, net of issuance costs | 2,040,000,000 | ||||||||||||||
Debt portion of convertible debt issuance costs | 17,800,000 | ||||||||||||||
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) | 4 years 10 months 24 days | ||||||||||||||
Extinguishment of debt, principal amount | 615,000,000 | ||||||||||||||
Loss on settlement of debt | 3,400,000 | ||||||||||||||
Proceeds from debt, net of issuance costs | $ 1,690,000,000 | ||||||||||||||
Debt issuance costs, net | 30,300,000 | ||||||||||||||
Debt portion of convertible debt issuance costs | 20,400,000 | ||||||||||||||
Equity portion of convertible debt issuance costs | 9,900,000 | ||||||||||||||
2015 Senior Convertible Debt | Long-term Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Extinguishment of debt, amount | $ 615,000,000 | ||||||||||||||
Shares issued to settle convertible debt (in shares) | shares | 5.2 | ||||||||||||||
Shares issued to settle convertible debt | $ 351,800,000 | ||||||||||||||
Total consideration, extinguishment of debt | 966,800,000 | ||||||||||||||
Total consideration, extinguishment of debt, liability component | 460,400,000 | ||||||||||||||
Total consideration, extinguishment of debt, equity component | 461,100,000 | ||||||||||||||
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) | 16 years 10 months 24 days | ||||||||||||||
Proceeds from debt, net of issuance costs | 567,700,000 | ||||||||||||||
2017 Junior Convertible Debt | Long-term Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Shares issued to settle convertible debt | $ 119,300,000 | ||||||||||||||
Proceeds from debt, net of issuance costs | 111,300,000 | ||||||||||||||
Debt instrument, unamortized discount | 55,100,000 | ||||||||||||||
2007 Junior Convertible Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Extinguishment of debt, principal amount | $ 32,500,000 | ||||||||||||||
Shares issued to settle convertible debt (in shares) | shares | 0.5 | ||||||||||||||
Loss on settlement of debt | 13,800,000 | $ 2,200,000 | |||||||||||||
2007 Junior Convertible Notes | Long-term Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Extinguishment of debt, amount | $ 14,600,000 | $ 111,300,000 | $ 431,300,000 | 575,000,000 | |||||||||||
Shares issued to settle convertible debt (in shares) | shares | 3.2 | 12 | |||||||||||||
Shares issued to settle convertible debt | $ 254,600,000 | $ 862,700,000 | |||||||||||||
Total consideration, extinguishment of debt | 374,000,000 | 1,290,000,000 | 1,130,000,000 | ||||||||||||
Total consideration, extinguishment of debt, liability component | 56,300,000 | 188,000,000 | 238,300,000 | ||||||||||||
Total consideration, extinguishment of debt, equity component | $ 321,100,000 | $ 1,110,000,000 | $ 896,300,000 | ||||||||||||
Payment for debt extinguishment or debt prepayment cost | $ 41,000,000 | ||||||||||||||
Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, redemption price, percentage | 100.00% | ||||||||||||||
Gross long-term debt including current maturities | 3,866,300,000 | 3,866,300,000 | 4,481,300,000 | $ 3,866,300,000 | 4,481,300,000 | ||||||||||
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 | ||||||||||||||
Line of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, net | $ 3,900,000 | 3,900,000 | $ 3,900,000 | ||||||||||||
Bridge Loan Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Secured bridge agreement term | 364 days | 364 days | |||||||||||||
Gross long-term debt including current maturities | $ 615,000,000 | 615,000,000 | 0 | 615,000,000 | 0 | ||||||||||
Debt instrument, unamortized discount | 3,100,000 | 3,100,000 | 0 | 3,100,000 | 0 | ||||||||||
Debt issuance costs, net | $ 6,200,000 | $ 3,100,000 | $ 3,100,000 | $ 0 | $ 3,100,000 | $ 0 |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) | 12 Months Ended |
Mar. 31, 2020USD ($)$ / shares | |
Debt Instrument [Line Items] | |
Value if converted above par | $ | $ 1,000 |
Senior Convertible Debt | 2017 Senior Convertible Debt | |
Debt Instrument [Line Items] | |
Conversion Rate | 10.4562 |
Approximate Conversion Price (in dollars per share) | $ 95.64 |
Incremental Share Factor | 5.2281 |
Maximum Conversion Rate | 14.9001 |
Senior Convertible Debt | 2015 Senior Convertible Debt | |
Debt Instrument [Line Items] | |
Conversion Rate | 16.3058 |
Approximate Conversion Price (in dollars per share) | $ 61.33 |
Incremental Share Factor | 8.1529 |
Maximum Conversion Rate | 22.8280 |
Value if converted above par | $ | $ 175,700,000 |
Junior Convertible Debt | 2017 Junior Convertible Debt | |
Debt Instrument [Line Items] | |
Conversion Rate | 10.6430 |
Approximate Conversion Price (in dollars per share) | $ 93.96 |
Incremental Share Factor | 5.3215 |
Maximum Conversion Rate | 14.9001 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | |||
Debt issuance amortization | $ 17.1 | $ 16.5 | $ 6.6 |
Debt discount amortization | 121.7 | 114.6 | 106.1 |
Other interest expense | 3.7 | 2.9 | 2.4 |
Total interest expense | 497.3 | 502.9 | 199 |
Senior Secured Indebtedness | |||
Debt Instrument [Line Items] | |||
Debt issuance amortization | 13.2 | 12.9 | 3.1 |
Debt discount amortization | 2.9 | 2.2 | 0 |
Interest expense | 277.6 | 291.8 | 6.6 |
Total interest expense | 293.7 | 306.9 | 9.7 |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Debt issuance amortization | 3.9 | 3.6 | 3.5 |
Debt discount amortization | 118.8 | 112.4 | 106.1 |
Interest expense | 77.2 | 77.1 | 77.3 |
Total interest expense | $ 199.9 | $ 193.1 | $ 186.9 |
Debt - Senior Secured Notes (De
Debt - Senior Secured Notes (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | May 31, 2018 | Feb. 28, 2017 | |
Debt Instrument [Line Items] | ||||
Debt issuance costs, net | $ 67,900,000 | $ 83,600,000 | $ 33,700,000 | |
Debt instrument, unamortized discount | $ 1,043,200,000 | 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 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 | $ 4,800,000 | 8,800,000 | ||
Debt instrument, unamortized discount | $ 2,100,000 | 3,800,000 | ||
Debt instrument, redemption price, percentage | 100.00% | |||
Senior Notes | 2023 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 | $ 7,700,000 | 10,200,000 | ||
Debt instrument, unamortized discount | $ 3,500,000 | $ 4,400,000 | ||
Senior Notes | 2023 Notes | Debt Instrument, Redemption, Period One | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, redemption price, percentage | 100.00% | |||
Senior Notes | 2023 Notes | Debt Instrument, Redemption, Period Two | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, redemption price, percentage | 100.00% |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2020 | May 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Feb. 28, 2017 | |
Line of Credit Facility [Line Items] | ||||||||
Debt issuance amortization | $ 67,900,000 | $ 67,900,000 | $ 83,600,000 | $ 33,700,000 | ||||
Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds from borrowings on revolving loan under credit facility | 1,026,000,000 | 4,416,500,000 | $ 187,000,000 | |||||
Term Loan Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds from borrowings on revolving loan under credit facility | 0 | 3,000,000,000 | $ 0 | |||||
Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt issuance amortization | 3,900,000 | 3,900,000 | ||||||
Line of Credit | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum amount to finance Convertible Notes | 1,000,000,000 | 1,000,000,000 | ||||||
Maximum borrowing capacity | 3,570,000,000 | 3,570,000,000 | $ 3,570,000,000 | $ 3,600,000,000 | ||||
Debt issuance amortization | 14,600,000 | 14,600,000 | 14,700,000 | |||||
Extinguishment of debt, amount | 244,300,000 | |||||||
Restrictive covenants, maximum transfer or assignment of securitization assets | $ 600,000,000 | |||||||
Line of credit facility covenant, total indebtedness, convertible debt excluded, maximum | $ 700,000,000 | $ 700,000,000 | ||||||
Interest coverage ratio, less than | 3.25 | 3.25 | ||||||
Interest rate spread on overdue principal in event of default | 2.00% | 2.00% | ||||||
Interest rate spread on overdue amounts in event of default | 2.00% | 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 | 6 | ||||||
Total leverage ratio, temporary maximum allowed, next three quarters | 4.75 | 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 | 5.75 | 5.75 | ||||||
Total leverage ratio, temporary maximum allowed, next three quarters | 4.25 | 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 | 5.25 | 5.25 | ||||||
Total leverage ratio, temporary maximum allowed, next three quarters | 3.75 | 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 | 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 | 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 | $ 3,570,000,000 | ||||||
Line of Credit | Foreign Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 250,000,000 | 250,000,000 | ||||||
Line of Credit | Standby Letters of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 50,000,000 | 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 | 25,000,000 | ||||||
Line of Credit | Term Loan Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt issuance amortization | $ 14,600,000 | $ 34,700,000 | 14,600,000 | 19,400,000 | ||||
Proceeds from borrowings on 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% | 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% | 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% | 0.00% |
Debt - Bridge Facility (Details
Debt - Bridge Facility (Details) | Mar. 27, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Feb. 28, 2017USD ($) |
Line of Credit Facility [Line Items] | ||||||
Debt issuance costs, net | $ 67,900,000 | $ 83,600,000 | $ 33,700,000 | |||
Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt issuance costs, net | $ 3,900,000 | |||||
Bridge Loan Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Secured bridge agreement term | 364 days | 364 days | ||||
Maximum borrowing capacity | $ 615,000,000 | |||||
Debt instrument, basis spread increase on variable rate ninety days following closing date | 0.50% | |||||
Debt instrument, basis spread increase on variable rate end of each ninety day period thereafter | 0.50% | |||||
Reference amount, percentage | 50.00% | |||||
Fee | 0.50% | |||||
Debt issuance costs, net | $ 6,200,000 | $ 3,100,000 | 0 | |||
Line of credit facility covenant, total indebtedness, convertible debt excluded, maximum | $ 700,000,000 | |||||
Interest rate spread on overdue amounts in event of default | 2.00% | |||||
Bridge Loan Facility | Leverage Ratio Percent One | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, covenant, total leverage ratio, maximum | 6 | |||||
Bridge Loan Facility | Leverage Ratio Percent Two | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, covenant, total leverage ratio, maximum | 4.75 | |||||
Bridge Loan Facility | Leverage Ratio Percent Three | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, covenant, total leverage ratio, maximum | 3.25 | |||||
Bridge Loan Facility | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.75% | |||||
Bridge Loan Facility | LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
Revolving Credit Facility | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 3,570,000,000 | $ 3,570,000,000 | $ 3,600,000,000 | |||
Debt issuance costs, net | 14,600,000 | $ 14,700,000 | ||||
Line of credit facility covenant, total indebtedness, convertible debt excluded, maximum | $ 700,000,000 | |||||
Interest rate spread on overdue amounts in event of default | 2.00% | |||||
Revolving Credit Facility | Line of Credit | Leverage Ratio Percent One | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, covenant, total leverage ratio, maximum | 6 | |||||
Revolving Credit Facility | Line of Credit | Leverage Ratio Percent Two | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, covenant, total leverage ratio, maximum | 5.75 | |||||
Revolving Credit Facility | Line of Credit | Leverage Ratio Percent Three | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, covenant, total leverage ratio, maximum | 5.25 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2020 | 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 | $ 2,373.9 | $ 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 | 1,708.9 | 1,892.1 |
Carrying Amount | Bridge Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 608.8 | 0 |
Carrying Amount | 2023 Senior Secured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 988.8 | 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 | 993.1 | 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 | 1,552.8 | 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 | 910.1 | 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 | 345.8 | 335.9 |
Fair Value | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 2,388.5 | 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 | Bridge Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 615 | 0 |
Fair Value | 2023 Senior Secured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 990 | 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 | 985 | 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 | 2,130.3 | 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 | 1,601.8 | 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 | $ 656.2 | $ 740.8 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets, by Major Class (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (2,668) | $ (1,659.8) |
Gross Amount | 8,370.3 | 8,345.4 |
Net Amount | 5,702.3 | 6,685.6 |
Projected Amortization Expense | ||
2021 | 985.8 | |
2022 | 903.3 | |
2023 | 693.1 | |
2024 | 617.6 | |
2025 | $ 501.4 | |
Minimum | ||
Projected Amortization Expense | ||
Useful life | 1 year | |
Maximum | ||
Projected Amortization Expense | ||
Useful life | 15 years | |
In-process research and development | ||
Indefinite-lived Intangible Assets [Line Items] | ||
In-process research and development | $ 8.8 | 7.7 |
Core and developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 7,331.9 | 7,339.2 |
Accumulated Amortization | (1,924.6) | (1,102.2) |
Net Amount | 5,407.3 | 6,237 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 903.6 | 917.1 |
Accumulated Amortization | (674.7) | (544) |
Net Amount | 228.9 | 373.1 |
Distribution rights and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 126 | 81.4 |
Accumulated Amortization | (68.7) | (13.6) |
Net Amount | $ 57.3 | $ 67.8 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Amortization of Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense | $ 1,046.7 | $ 695.8 | $ 492.2 |
Impairment of intangible assets | 2.2 | 3.1 | 0.5 |
Amortization expense charged to cost of sales | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense | 8.9 | 9.6 | 6.1 |
Amortization expense charged to operating expense | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense | $ 1,037.8 | $ 686.2 | $ 486.1 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Goodwill by Reporting Segment (Details) $ in Millions | 12 Months Ended | |||
Mar. 31, 2020USD ($) | Mar. 31, 2020reporting_unit | Mar. 31, 2020unit | Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | $ 6,663.9 | |||
Goodwill, ending balance | 6,664.8 | $ 6,663.9 | ||
Number of reporting units | 2 | 2 | ||
Semiconductor Products Reporting Unit | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 6,644.7 | 2,279.8 | ||
Additions | 0.9 | |||
Goodwill, ending balance | 6,645.6 | 6,644.7 | ||
Technology Licensing Reporting Unit | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 19.2 | 19.2 | ||
Additions | 0 | |||
Goodwill, ending balance | $ 19.2 | 19.2 | ||
Microsemi Corporation | Semiconductor Products Reporting Unit | ||||
Goodwill [Roll Forward] | ||||
Additions | 4,364.9 | |||
Microsemi Corporation | Technology Licensing Reporting Unit | ||||
Goodwill [Roll Forward] | ||||
Additions | $ 0 |
Other Financial Statement Det_3
Other Financial Statement Details - Accounts Receivable (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Mar. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, gross | $ 938.9 | $ 882.6 |
Less allowance for doubtful accounts | 4.9 | 2 |
Total accounts receivable, net | 934 | 880.6 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, gross | 924.1 | 875.8 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, gross | $ 14.8 | $ 6.8 |
Other Financial Statement Det_4
Other Financial Statement Details - Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Mar. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 92.3 | $ 74.5 |
Work in process | 441.7 | 413 |
Finished goods | 151.7 | 224.2 |
Total inventories | $ 685.7 | $ 711.7 |
Other Financial Statement Det_5
Other Financial Statement Details - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | $ 2,966.1 | $ 2,945.7 | |
Less accumulated depreciation and amortization | 2,090 | 1,949 | |
Total property, plant and equipment, net | 876.1 | 996.7 | |
Depreciation expense | 168.9 | 180.6 | $ 123.7 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 83.4 | 83.4 | |
Building and building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 659.5 | 647.6 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 2,123.1 | 2,095.5 | |
Projects in process | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | $ 100.1 | $ 119.2 |
Other Financial Statement Det_6
Other Financial Statement Details - Accrued Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Mar. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and benefits | $ 137.5 | $ 133.2 |
Income taxes payable | 38 | 46.9 |
Sales related reserves | 353 | 366.9 |
Current portion of lease liabilities | 44.5 | |
Accrued expenses and other liabilities | 208.8 | 240.3 |
Total accrued liabilities | $ 781.8 | $ 787.3 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Apr. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right-of-use assets | $ 119.5 | |
Total lease liabilities | 139.2 | |
Operating lease commitments not yet commenced | $ 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 Lease Expe
Leases - Schedule of Lease Expense and Liabilities (Details) $ in Millions | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 50.8 |
Variable lease expense | 10.8 |
Short-term lease expense | 8.8 |
Total lease expense | 70.4 |
Other assets: | |
Right-of-use assets | 119.5 |
Accrued liabilities: | |
Current portion of lease liabilities | 44.5 |
Other long-term liabilities: | |
Non-current portion of lease liabilities | 94.7 |
Total lease liabilities | $ 139.2 |
Right-of-use assets [Extensible List] | us-gaap:OtherAssetsNoncurrent |
Current portion of lease liabilities [Extensible List] | us-gaap:AccruedLiabilitiesCurrent |
Non-current portion of lease liabilities [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent |
Weighted average remaining lease-term (in years) | 4 years 4 months 24 days |
Weighted average discount rate | 4.60% |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturities (Details) $ in Millions | Mar. 31, 2020USD ($) |
Fiscal year ending March 31, | |
2021 | $ 49.2 |
2022 | 41.9 |
2023 | 22.8 |
2024 | 12.2 |
2025 | 8.2 |
Thereafter | 18.9 |
Total lease payments | 153.2 |
Less: Imputed lease interests | 14 |
Total lease liabilities | $ 139.2 |
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 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Oct. 09, 2018USD ($)plaintiff | Jun. 30, 2010plaintiff | Mar. 31, 2020USD ($) | Sep. 14, 2018lawsuit | Dec. 29, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments for construction or purchases of property, plant and equipment | $ 20.4 | ||||
Other purchase obligations and commitments | 135.2 | ||||
Loss Contingencies [Line Items] | |||||
Loss contingency, range of possible loss, portion not accrued | 100 | ||||
Federal Shareholder Class Action Litigation | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, pending claims, number | lawsuit | 2 | ||||
Peterson, et al. v. Sanghi, et al. | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, number of plaintiffs | plaintiff | 4 | ||||
Individual Labor Actions by former LFR Employees. | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, number of plaintiffs | plaintiff | 500 | ||||
Indemnification Agreement | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, estimate of possible loss | $ 168.1 | ||||
Compensatory Damages | Peterson, et al. v. Sanghi, et al. | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought, value | $ 100 | ||||
Punitive Damages | Peterson, et al. v. Sanghi, et al. | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought, value | $ 300 | ||||
Damages from Product Defects | Continental Claim ICC Arbitration. | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, estimate of possible loss | $ 203 |
Income Taxes - Income Tax (Bene
Income Taxes - Income Tax (Benefit) Provision from Continuing Operations (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Pretax (loss) income: | ||||
U.S. | $ (485.2) | $ (593.4) | $ (127.3) | |
Foreign | 635.6 | 797.9 | 864.6 | |
Income before income taxes | 150.4 | 204.5 | 737.3 | |
Current (benefit) expense: | ||||
U.S. Federal | 21.1 | (98) | 369.4 | |
State | 1 | (5.3) | 0.5 | |
Foreign | 48 | 14.1 | 60.8 | |
Total current (benefit) expense | 70.1 | (89.2) | 430.7 | |
Deferred expense (benefit): | ||||
U.S. Federal | (127.8) | 11.9 | 82.5 | |
State | (13.2) | 0.6 | 0.1 | |
Foreign | (349.3) | (74.7) | (31.4) | |
Total deferred (benefit) expense | (490.3) | (62.2) | 51.2 | |
Total Income tax (benefit) provision | (420.2) | (151.4) | 481.9 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Computed expected income tax provision | 31.5 | 43 | 232.6 | |
State income taxes, net of federal benefit | (5.4) | (8.7) | (1.3) | |
Foreign income taxed at lower than the federal rate | (78.8) | (94) | (208.8) | |
Impact of the Act - one-time transition tax, net of foreign tax credits | 0 | 13.1 | 653.7 | |
Impact of the Act - deferred tax effects, net of valuation allowance | 0 | 0 | (136.7) | |
GILTI and foreign-derived intangible income (FDII), net of credits | 54.7 | 95.4 | 0 | |
Business realignment of intellectual property rights | $ (334.8) | (334.8) | (90.6) | 0 |
Increases related to current year tax positions | 20.1 | 9 | 32 | |
Decreases related to prior year tax positions | (28.5) | (75.1) | (11.3) | |
Share-based compensation | (11.1) | (13.3) | (27.2) | |
Research and development tax credits | (40.8) | (27.5) | (17) | |
Intercompany prepaid tax asset amortization | 0 | 5.2 | 7.4 | |
Foreign exchange | (0.9) | 4.6 | (20.5) | |
Other | 2.4 | (2.6) | (0.5) | |
Change in valuation allowance | (28.6) | (9.9) | (20.5) | |
Total Income tax (benefit) provision | $ (420.2) | $ (151.4) | $ 481.9 | |
Increase of basic net income per share due to release of prior year tax positions (in dollars per share) | $ 0.12 | $ 0.32 | $ 0.05 | |
Increase of diluted net income per share due to release of prior year tax positions (in dollars per share) | $ 0.11 | $ 0.30 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Income tax holiday, aggregate dollar amount | $ 11.4 | $ 6.2 | |||
Income tax holiday expense, aggregate dollar amount | $ 0.1 | ||||
Income tax holiday, benefits per share, basic (in dollars per share) | $ 0.05 | $ 0 | $ 0.03 | ||
Income tax holiday, benefits per share, diluted (in dollars per share) | $ 0.04 | $ 0 | $ 0.02 | ||
Tax benefit related to intra-group transfers of certain intellectual property rights | $ 334.8 | $ 334.8 | $ 90.6 | $ 0 | |
Reduction in effective tax rate related to intra-group transfers of certain intellectual property rights | 222.90% | ||||
Deferred tax asset representing the book and tax basis difference on transferred assets | $ 78 | ||||
Deferred tax liability representing the book and tax basis difference on transferred assets | 259.9 | ||||
Operating Loss Carryforwards [Line Items] | |||||
Capital loss carryforward | 9.4 | 9.6 | |||
Refundable foreign tax credits | 4.1 | ||||
Tax credits, research activity | 104.1 | ||||
Tax credits, prior year | 9.2 | ||||
Tax credits, foreign jurisdictions | 45.1 | ||||
Unrecognized tax benefits, income tax penalties accrued | 74.6 | 88.1 | |||
Unrecognized tax benefits, income tax penalties and interest expense | 13.5 | 37.5 | 5.4 | ||
Unrecognized Tax Benefits | 757.3 | 763.4 | $ 436 | $ 398.5 | |
Unrecognized tax benefits that would impact effective tax rate | 654 | $ 664.4 | |||
Unrecognized tax benefits, potential decrease | 10 | ||||
Foreign Tax Authority and Federal and State Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 74.8 | ||||
State and Local Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforward, amount | 168.2 | ||||
Foreign Tax Authority | Foreign Withholding Tax Credit | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforward, amount | $ 20.4 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Mar. 31, 2019 |
Deferred tax assets: | ||
Inventory valuation | $ 48.5 | $ 45 |
Net operating loss carryforward | 74.8 | 94.3 |
Capital loss carryforward | 9.4 | 9.6 |
Share-based compensation | 39.8 | 42.4 |
Income tax credits | 351.1 | 376.5 |
Property, plant and equipment | 31.7 | 23.6 |
Accrued expenses and other | 80.4 | 91.4 |
Intangible assets | 1,694.8 | 1,608.1 |
Lease liabilities | 20.2 | |
Other | 14 | 12.6 |
Gross deferred tax assets | 2,364.7 | 2,303.5 |
Valuation allowances | (303.5) | (332.1) |
Deferred tax assets, net of valuation allowances | 2,061.2 | 1,971.4 |
Deferred tax liabilities: | ||
Convertible debt | (228.7) | (279.3) |
Intangible assets | (365.1) | (721) |
ROU assets | (24.3) | |
Deferred tax liabilities | (631.2) | (1,000.3) |
Other | (13.1) | 0 |
Net deferred tax asset | 1,430 | 971.1 |
Reported as: | ||
Non-current deferred tax assets | 1,748.5 | 1,677.2 |
Non-current deferred tax liability | (318.5) | (706.1) |
Net deferred tax asset | $ 1,430 | $ 971.1 |
Income Taxes - Deductions Relat
Income Taxes - Deductions Related to Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 332.1 | $ 204.5 | $ 210.1 |
Additions Charged to Costs and Expenses | 26 | 16.2 | 36.2 |
Additions Charged to Other Accounts | 0 | 175.8 | 0 |
Deductions | (54.6) | (64.4) | (41.8) |
Balance at End of Year | $ 303.5 | $ 332.1 | $ 204.5 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 763.4 | $ 436 | $ 398.5 |
Increases related to acquisitions | 0 | 329.7 | 0 |
Decreases related to settlements with tax authorities | (1.2) | (8.3) | (0.1) |
Decreases related to statute of limitation expirations | (30.9) | (16.2) | (10.9) |
Increases related to current year tax positions | 30.2 | 27.8 | 30.3 |
Decreases related to prior year tax positions | (4.2) | (5.6) | |
Increases related to prior year tax positions | 18.2 | ||
Ending balance | $ 757.3 | $ 763.4 | $ 436 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit pension plan, liabilities | $ 70 | $ 72.7 | |
Defined benefit pension plan liabilities, current | 1.3 | 1.3 | |
Defined benefit pension plan, liabilities, noncurrent | 68.7 | 71.4 | |
Net periodic pension cost for fiscal 2021 | $ 2.8 | ||
Percentage of employee's base salary allowed as employee contribution (in hundredths) | 60.00% | ||
Amount of company contributions | $ 5.3 | 8.6 | $ 8.8 |
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Termination benefits, salary period | 5 months | ||
Management incentive compensation plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Compensation expense charged against operations | $ 28.3 | 18.7 | 48.1 |
Cash bonus plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Compensation expense charged against operations | $ 23.8 | $ 16.4 | $ 36.3 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Net Pension Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Service costs | $ 1.7 | $ 1.5 | $ 2.2 |
Interest costs | 0.9 | 1.1 | 1 |
Amortization of actuarial loss | 0.8 | 0.4 | 0.8 |
Net pension period cost | $ 3.4 | $ 3 | $ 4 |
Employee Benefit Plans - Change
Employee Benefit Plans - Change in Obligation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation at the beginning of the year | $ 72.7 | $ 61 | |
Additions due to acquisition of Microsemi | 0 | 9.8 | |
Service costs | 1.7 | 1.5 | $ 2.2 |
Interest costs | 0.9 | 1.1 | 1 |
Actuarial losses | (2.6) | 6 | |
Benefits paid | (1.5) | (0.9) | |
Foreign currency exchange rate changes | (1.2) | (5.8) | |
Projected benefit obligation at the end of the year | 70 | 72.7 | $ 61 |
Accumulated benefit obligation at the end of the year | $ 65.1 | $ 66.7 | |
Weighted average assumptions | |||
Discount rate | 1.48% | 1.41% | |
Rate of compensation increase | 2.77% | 2.79% |
Employee Benefit Plans - Expect
Employee Benefit Plans - Expected Future Payments (Details) $ in Millions | Mar. 31, 2020USD ($) |
Retirement Benefits [Abstract] | |
2021 | $ 1.3 |
2022 | 1.5 |
2023 | 1.8 |
2024 | 2.4 |
2025 | 2.2 |
2026 through 2030 | 12.9 |
Total | $ 22.1 |
Share-Based Compensation - Shar
Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Pre-tax effect of share-based compensation | $ 170.2 | $ 166.4 | $ 93.2 |
Income tax benefit | 36.9 | 35.5 | 28.3 |
Net income effect of share-based compensation | 133.3 | 130.9 | 64.9 |
Inventory | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Capitalized share-based compensation expense | 19.8 | 17.2 | 11.9 |
Share-based compensation expense previously capitalized | 20.9 | 14.9 | 13.8 |
Cost of sales | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Pre-tax effect of share-based compensation | 20.9 | 14.9 | 13.8 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Pre-tax effect of share-based compensation | 82.9 | 72 | 42.5 |
Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Pre-tax effect of share-based compensation | 66.4 | 62.3 | 36.9 |
Special charges and other, net | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Pre-tax effect of share-based compensation | $ 0 | $ 17.2 | $ 0 |
Share-Based Compensation - Micr
Share-Based Compensation - Microsemi Acquisition-related Equity Awards (Details) - USD ($) $ in Millions | May 29, 2018 | Mar. 31, 2019 | Mar. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-cash consideration, exchange of employee stock awards - Microsemi acquisition | $ 53.9 | ||
Total compensation cost not yet recognized | $ 263.2 | ||
Microsemi Corporation | Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-cash consideration, exchange of employee stock awards - Microsemi acquisition | $ 175.4 | ||
Compensation costs recognized | 53.9 | ||
Total compensation cost not yet recognized | $ 121.5 |
Share-Based Compensation - Comb
Share-Based Compensation - Combined Incentive Plan Information (Details) - 2004 Plan | Mar. 31, 2020shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 32,194,859 |
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 8,640,662 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Weighted Average Grant Date Fair Value | |||
Share price (in dollars per share) | $ 67.80 | ||
Total compensation cost not yet recognized | $ 263.2 | ||
Restricted stock units' weighted average remaining expense recognition period (in years) | 2 years 10 days | ||
Restricted Stock Units | |||
Number of Shares | |||
Nonvested shares at beginning of period (in shares) | 6,291,962 | 5,672,440 | 6,419,456 |
Granted (in shares) | 2,182,044 | 1,951,408 | 1,267,536 |
Assumed upon acquisition (in shares) | 1,805,680 | ||
Forfeited (in shares) | (340,659) | (408,242) | (279,051) |
Vested (in shares) | (2,391,294) | (2,729,324) | (1,735,501) |
Nonvested shares at end of period (in shares) | 5,742,053 | 6,291,962 | 5,672,440 |
Weighted Average Grant Date Fair Value | |||
Nonvested shares at beginning of period (in dollars per share) | $ 64.81 | $ 50.79 | $ 42.06 |
Granted (in dollars per share) | 88.17 | 77.83 | 77.26 |
Assumed upon acquisition (in dollars per share) | 91.70 | ||
Forfeited (in dollars per share) | 75.50 | 73.36 | 49.65 |
Vested (in dollars per share) | 57.47 | 61.51 | 38 |
Nonvested shares at end of period (in dollars per share) | $ 76.11 | $ 64.81 | $ 50.79 |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, vested | $ 223.9 | $ 229.3 | $ 146 |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, outstanding | $ 389.3 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options and Stock Appreciation Rights (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Number of Shares | |||
Outstanding at beginning of period (in shares) | 281,882 | 284,340 | 433,117 |
Assumed upon acquisition (in shares) | 141,751 | ||
Exercised (in shares) | (130,419) | (140,118) | (131,666) |
Forfeited or expired (in shares) | (2,453) | (4,091) | (17,111) |
Outstanding at end of period (in shares) | 149,010 | 281,882 | 284,340 |
Weighted Average Exercise Price per Share | |||
Outstanding at beginning of period (in dollars per share) | $ 30.16 | $ 31.21 | $ 31.51 |
Assumed upon acquisition (in dollars per share) | 25.86 | ||
Exercised (in dollars per share) | 28.71 | 27.67 | 31.75 |
Forfeited or expired (in dollars per share) | 20.02 | 39.62 | 34.73 |
Outstanding at end of period (in dollars per share) | 31.59 | $ 30.16 | $ 31.21 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (in dollars per share) | $ 67.80 | ||
Weighted average remaining contractual term | 2 years 7 months 28 days | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total intrinsic value of options exercised related to stock incentive plans | $ 8.4 | $ 8.3 | $ 7.4 |
Aggregate intrinsic value of options outstanding related to stock incentive plans | $ 10.1 | ||
Exercisable number of option shares (in shares) | 149,010 | 278,591 | |
Weighted average exercise price per share of exercisable options (in dollars per share) | $ 31.59 | $ 30.03 | |
Share-based compensation arrangement by share-based payment award, options, grants in period, grant date intrinsic value (in shares) | $ 0 | $ 0 | $ 0 |
Share-Based Compensation - Empl
Share-Based Compensation - Employee Stock Purchase Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost not yet recognized | $ 263.2 | ||
Restricted stock units' weighted average remaining expense recognition period (in years) | 2 years 10 days | ||
Employee Stock Purchase Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation arrangement by share based payment award, market price offering date percentage | 85.00% | ||
Common stock, capital shares reserved for future issuance (in shares) | 16,289,436 | ||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | 6,347,253 | ||
Stock issued during period, shares, employee stock purchase plans (in shares) | 787,284 | 549,796 | 828,015 |
Stock issued during period, value, employee stock purchase plan | $ 55.6 | $ 39.6 | $ 38.2 |
Total compensation cost not yet recognized | $ 5.8 | ||
Restricted stock units' weighted average remaining expense recognition period (in years) | 5 months |
Stock Repurchase Activity (Deta
Stock Repurchase Activity (Details) - shares | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 31, 2016 | |
Equity [Abstract] | ||||
Stock repurchase program, number of shares authorized to be repurchased (in shares) | 15,000,000 | |||
Repurchased shares under authorization (in shares) | 0 | 0 | 0 | |
Treasury stock (in shares) | 13,065,588 | 15,643,408 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Changes in the Components of AOCI (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Apr. 01, 2019 | Apr. 01, 2018 | |
Changes in the components of AOCI | |||||
Beginning balance | $ 5,287.5 | $ 3,279.8 | $ 3,270.7 | ||
Impact of change in accounting principle | $ 0 | ||||
Other comprehensive income (loss) before reclassifications | (0.4) | (8) | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 0.8 | 6.6 | |||
Other comprehensive income (loss), net of tax effect | 0.4 | (1.4) | (3.2) | ||
Ending balance | 5,585.5 | 5,287.5 | 3,279.8 | ||
Total | |||||
Changes in the components of AOCI | |||||
Beginning balance | (20.7) | (17.6) | (14.4) | ||
Impact of change in accounting principle | $ (1.3) | (1.7) | |||
Opening balance | (22) | (19.3) | |||
Other comprehensive income (loss), net of tax effect | 0.4 | (1.4) | (3.2) | ||
Ending balance | (21.6) | (20.7) | (17.6) | ||
Unrealized Holding Gains (Losses) Available-for-sale Securities | |||||
Changes in the components of AOCI | |||||
Beginning balance | 0.2 | 1.9 | |||
Impact of change in accounting principle | (0.2) | (1.7) | |||
Opening balance | 0 | 0.2 | |||
Other comprehensive income (loss) before reclassifications | 0 | (5.6) | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 5.6 | |||
Other comprehensive income (loss), net of tax effect | 0 | 0 | |||
Ending balance | 0 | 0.2 | 1.9 | ||
Minimum Pension Liability | |||||
Changes in the components of AOCI | |||||
Beginning balance | (6.2) | (10.1) | |||
Impact of change in accounting principle | (1.1) | 0 | |||
Opening balance | (7.3) | (10.1) | |||
Other comprehensive income (loss) before reclassifications | 1.4 | 2.9 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 0.8 | 1 | |||
Other comprehensive income (loss), net of tax effect | 2.2 | 3.9 | |||
Ending balance | (5.1) | (6.2) | (10.1) | ||
Foreign Currency | |||||
Changes in the components of AOCI | |||||
Beginning balance | (14.7) | (9.4) | |||
Impact of change in accounting principle | 0 | 0 | |||
Opening balance | $ (14.7) | $ (9.4) | |||
Other comprehensive income (loss) before reclassifications | (1.8) | (5.3) | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |||
Other comprehensive income (loss), net of tax effect | (1.8) | (5.3) | |||
Ending balance | $ (16.5) | $ (14.7) | $ (9.4) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Schedule of Reclassifications of Recognized Transactions out of AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Other income, net | $ 3.2 | $ (2.2) | $ (5.8) | ||||||||
Net income | $ 99.9 | $ 311.1 | $ 108.9 | $ 50.7 | $ 174.7 | $ 49.2 | $ 96.3 | $ 35.7 | 570.6 | 355.9 | 255.4 |
Reclassification out of Accumulated Other Comprehensive Income | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Net income | (0.8) | (6.6) | (16) | ||||||||
Reclassification out of Accumulated Other Comprehensive Income | Unrealized losses on available-for-sale securities | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Other income, net | 0 | (5.6) | (15.2) | ||||||||
Reclassification out of Accumulated Other Comprehensive Income | Amortization of actuarial loss | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||||||
Other income, net | $ (0.8) | $ (1) | $ (0.8) |
Quarterly Results (Unaudited)_2
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Net sales | $ 1,326.4 | $ 1,287.4 | $ 1,337.8 | $ 1,322.6 | $ 1,329.8 | $ 1,374.7 | $ 1,432.5 | $ 1,212.5 | $ 5,274.2 | $ 5,349.5 | $ 3,980.8 | ||
Gross Profit | 813.9 | 785.5 | 827.5 | 815.2 | 820.5 | 779.6 | 689.3 | 642 | 3,242.1 | 2,931.3 | 2,420.7 | ||
Operating income | 160.7 | 131.2 | 183.6 | 171.6 | 284.6 | 194.7 | 102.7 | 132.3 | 647.1 | 714.3 | 936.3 | ||
Net income | $ 99.9 | $ 311.1 | $ 108.9 | $ 50.7 | $ 174.7 | $ 49.2 | $ 96.3 | $ 35.7 | $ 570.6 | $ 355.9 | $ 255.4 | ||
Diluted net income per common share (in dollars per share) | $ 0.39 | $ 1.20 | $ 0.43 | $ 0.20 | $ 0.70 | $ 0.20 | $ 0.38 | $ 0.14 | $ 2.23 | $ 1.42 | $ 1.03 | ||
Tax benefit related to intra-group transfers of certain intellectual property rights | $ 334.8 | $ 334.8 | $ 90.6 | $ 0 | |||||||||
Loss on settlement of debt | $ 3.4 | $ 1.9 | $ 8.3 | $ 4.1 | $ 5.4 | $ 12.6 | $ 16 | $ 43.9 | $ 50.6 |
Dividends (Details)
Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Dividends [Abstract] | |||
Cash dividend paid (in dollars per share) | $ 1.465 | $ 1.457 | $ 1.449 |
Cash dividend | $ 350.1 | $ 344.4 | $ 337.5 |
Uncategorized Items - a2020-03x
Label | Element | Value |
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] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
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 | 242,000,000 |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 242,000,000 |
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) |