Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Jun. 30, 2016 | Jul. 31, 2016 | |
DEI Information [Abstract] | ||
Entity Registrant Name | MICROCHIP TECHNOLOGY INC | |
Entity Central Index Key | 827,054 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 215,288,443 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 600,526 | $ 2,092,751 |
Short-term investments | 1,266 | 353,284 |
Accounts receivable, net | 435,511 | 290,183 |
Inventories | 518,431 | 306,815 |
Prepaid expenses | 51,769 | 41,992 |
Assets held for sale | 18,398 | 0 |
Other current assets | 47,087 | 11,688 |
Total current assets | 1,672,988 | 3,096,713 |
Property, plant and equipment, net | 732,816 | 609,396 |
Long-term investments | 0 | 118,549 |
Goodwill | 2,390,955 | 1,012,652 |
Intangible assets, net | 2,403,357 | 606,349 |
Long-term deferred tax assets | 68,653 | 14,831 |
Other assets | 89,987 | 79,393 |
Total assets | 7,358,756 | 5,537,883 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 137,614 | 79,312 |
Accrued liabilities | 222,500 | 119,265 |
Deferred income on shipments to distributors | 213,171 | 183,432 |
Total current liabilities | 573,285 | 382,009 |
Long-term line of credit | 1,913,745 | 1,043,156 |
Senior convertible debentures | 1,227,444 | 1,216,313 |
Junior convertible debentures | 195,315 | 193,936 |
Long-term income tax payable | 290,742 | 111,061 |
Long-term deferred tax liability | 468,563 | 399,218 |
Other long-term liabilities | 157,113 | 41,271 |
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; 237,497,913 shares issued and 215,030,824 shares outstanding at June 30, 2016; 227,416,789 shares issued and 204,081,727 shares outstanding at March 31, 2016 | 215 | 204 |
Additional paid-in capital | 1,901,460 | 1,391,553 |
Common stock held in treasury: 22,467,089 shares at June 30, 2016; 23,335,062 shares at March 31, 2016 | (794,287) | (820,066) |
Accumulated other comprehensive loss | (14,428) | (3,357) |
Retained earnings | 1,439,589 | 1,582,585 |
Total stockholders' equity | 2,532,549 | 2,150,919 |
Total liabilities and stockholders' equity | $ 7,358,756 | $ 5,537,883 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Jun. 30, 2016 | Mar. 31, 2016 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 237,497,913 | 227,416,789 |
Common stock, shares outstanding | 215,030,824 | 204,081,727 |
Common stock held in treasury | 22,467,089 | 23,335,062 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
Income Statement | |||
Net sales | $ 799,411 | $ 533,952 | |
Cost of sales (1) | [1] | 450,921 | 224,935 |
Gross profit | 348,490 | 309,017 | |
Research and development (1) | [1] | 147,883 | 84,680 |
Selling, general and administrative (1) | [1] | 157,505 | 66,849 |
Amortization of acquired intangible assets | 80,171 | 34,612 | |
Special charges, net | 22,035 | 1,557 | |
Operating expenses | 407,594 | 187,698 | |
Operating (loss) income | (59,104) | 121,319 | |
Losses on equity method investments | (56) | (177) | |
Other income (expense): | |||
Interest income | 819 | 5,528 | |
Interest expense | (34,416) | (24,052) | |
Other income, net | 2,010 | 16,947 | |
(Loss) income before income taxes | (90,747) | 119,565 | |
Income tax provision (benefit) | 18,478 | (10,895) | |
Net (loss) income from continuing operations | (109,225) | 130,460 | |
Loss from discontinued operations | (5,473) | 0 | |
Income tax benefit | (1,335) | 0 | |
Net loss from discontinued operations | (4,138) | 0 | |
Net (loss) income | (113,363) | 130,460 | |
Less: Net loss attributable to noncontrolling interests | 0 | 207 | |
Net (loss) income attributable to Microchip Technology | $ (113,363) | $ 130,667 | |
Basic net (loss) income from continuing operations, per common share | $ (0.51) | $ 0.65 | |
Basic net loss from discontinued operations, per common share | (0.02) | 0 | |
Basic net (loss) income attributable to Microchip Technology, per common share | (0.53) | 0.65 | |
Diluted net (loss) income from continuing operations, per common share | (0.51) | 0.60 | |
Diluted net loss from discontinued operations, per common share | (0.02) | 0 | |
Diluted net (loss) income attributable to Microchip Technology, per common share | (0.53) | 0.60 | |
Dividends declared per common share | $ 0.3595 | $ 0.3575 | |
Basic common shares outstanding | 214,345 | 202,232 | |
Diluted common shares outstanding | 214,345 | 216,767 | |
[1] | Includes share-based compensation expense as follows:Cost of sales 7,897 1,657 Research and development 17,517 7,098 Selling, general and administrative 34,165 5,357 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 59,579 | $ 14,112 | |
Cost of Sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | [1] | 7,897 | 1,657 |
Research and Development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 17,517 | 7,098 | |
Selling General And Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 34,165 | $ 5,357 | |
[1] | During the three months ended June 30, 2016, $2.8 million of share-based compensation expense was capitalized to inventory. The amount of share-based compensation included in cost of sales during the three months ended June 30, 2016, included $3.7 million of previously capitalized share-based compensation expense in inventory that was sold and $4.2 million of share-based compensation expense related to the Company's acquisition of Atmel that was not previously capitalized to inventory. During the three months ended June 30, 2015, $1.8 million of share-based compensation expense was capitalized to inventory and $1.7 million of previously capitalized share-based compensation expense in inventory was sold. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Net income | $ (113,363) | $ 130,460 |
Less: Net loss attributable to noncontrolling interests | 0 | 207 |
Net (loss) income from continuing operations attributable to Microchip Technology | (113,363) | 130,667 |
Unrealized holding losses, net of tax effect | (1,325) | (2,012) |
Reclassification of realized transactions, net of tax effect | 82 | (13,959) |
Actuarial losses related to defined benefit pension plans, net of tax benefit of $3,003 | (6,805) | 0 |
Change in net foreign currency translation adjustment | (3,023) | 0 |
Other comprehensive loss, net of taxes attributable to Microchip Technology | (11,071) | (15,971) |
Comprehensive (loss) income | (124,434) | 114,489 |
Less: Comprehensive loss attributable to noncontrolling interests | 0 | 207 |
Comprehensive (loss) income attributable to Microchip Technology | $ (124,434) | $ 114,696 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (PARENTHETICAL) $ in Thousands | 3 Months Ended |
Jun. 30, 2016USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax | $ 3,003 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities | ||
Net (loss) income | $ (113,363) | $ 130,460 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 113,141 | 60,375 |
Deferred income taxes | 32,906 | (17,509) |
Share-based compensation expense related to equity incentive plans | 59,579 | 14,112 |
Excess tax benefit from share-based compensation | 0 | (263) |
Amortization of debt discount on convertible debentures | 12,106 | 11,772 |
Amortization of debt issuance costs | 1,057 | 958 |
Losses on equity method investments | 56 | 177 |
Gains on sale of assets | (61) | (560) |
Loss on write-down of fixed assets | 269 | 0 |
Impairment of intangible assets | 1,984 | 0 |
Realized losses (gains) on available-for-sale investment | 82 | (13,959) |
Realized gains on equity method investment | (468) | (2,225) |
Amortization of premium on available-for-sale investments | 13 | 2,396 |
Changes in operating assets and liabilities, excluding impact of acquisitions: | ||
Increase in accounts receivable | (9,901) | (3,096) |
Decrease (increase) in inventories | 121,102 | (23,893) |
Increase in deferred income on shipments to distributors | 29,739 | 1,401 |
(Decrease) increase in accounts payable and accrued liabilities | (18,000) | 16,157 |
Change in other assets and liabilities | (12,270) | 5,225 |
Operating cash flows related to discontinued operations | 5,996 | 0 |
Net cash provided by operating activities | 223,967 | 181,528 |
Cash flows from investing activities | ||
Purchases of available-for-sale investments | (25) | (570,501) |
Sales and maturities of available-for-sale investments | 470,551 | 433,446 |
Sale of equity method investment | 468 | 2,667 |
Acquisition of Atmel, net of cash acquired | (2,747,516) | 0 |
Purchase of additional controlling interest in ISSC | 0 | (18,051) |
Investments in other assets | (765) | (1,766) |
Proceeds from sale of assets | 52 | 627 |
Capital expenditures | (18,494) | (33,611) |
Net cash used in investing activities | (2,295,729) | (187,189) |
Cash flows from financing activities: | ||
Repayments of revolving loan under credit facility | (602,000) | (110,000) |
Proceeds from borrowings on revolving loan under credit facility | 1,280,000 | 145,000 |
Deferred financing costs | 0 | (406) |
Payment of cash dividends | (77,237) | (72,331) |
Proceeds from sale of common stock | 4,630 | 3,497 |
Tax payments related to shares withheld for vested restricted stock units | (25,183) | (4,464) |
Capital lease payments | (195) | (166) |
Excess tax benefit from share-based compensation | 0 | 263 |
Net cash provided by (used in) financing activities | 580,015 | (38,607) |
Effect of foreign exchange rate changes on cash and cash equivalents | (478) | 0 |
Net decrease in cash and cash equivalents | (1,492,225) | (44,268) |
Cash and cash equivalents at beginning of period | 2,092,751 | 607,815 |
Cash and cash equivalents at end of period | $ 600,526 | $ 563,547 |
Basis of Presentation (Notes)
Basis of Presentation (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Basis of Presentation [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Microchip Technology Incorporated and its majority-owned and controlled subsidiaries (the Company). All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP), pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The information furnished herein reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods reported. Certain information and footnote disclosures normally included in audited consolidated financial statements have been condensed or omitted pursuant to such SEC rules and regulations. It is suggested that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2016 . The results of operations for the three months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2017 or for any other period. As further discussed in Note 3, on April 4, 2016, the Company completed its acquisition of Atmel Corporation (Atmel) and the Company's first quarter fiscal 2017 financial results include Atmel's results beginning as of the acquisition date. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements During the three months ended June 30, 2016 , the Company adopted Accounting Standards Update (ASU) 2015-03- Simplifying the Presentation of Debt Issuance Costs . The new guidance was adopted on a retrospective basis and as a result, debt issuance costs historically included in other assets have been reclassified as a direct deduction from the carrying amount of the associated debt. Related prior period information included on the Company’s condensed consolidated balance sheets has been retrospectively adjusted as follows (amounts in thousands). As of March 31, 2016 As Reported Adjustments As Adjusted Other assets $ 109,025 $ (29,632 ) $ 79,393 Total assets $ 5,567,515 $ (29,632 ) $ 5,537,883 Senior convertible debentures $ 1,234,733 $ (18,420 ) $ 1,216,313 Junior convertible debentures $ 196,304 $ (2,368 ) $ 193,936 Long-term line of credit $ 1,052,000 $ (8,844 ) $ 1,043,156 Total liabilities and stockholder's equity $ 5,567,515 $ (29,632 ) $ 5,537,883 During the three months ended June 30, 2016 , the Company elected to early adopt ASU 2016-09, Compensation - Stock Compensation, Improvements to Employee Share-Based Payment Accounting (Topic 718), which simplifies several aspects of the accounting for share-based payment transactions. Under this standard, entities are permitted to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. The Company has elected to recognize forfeitures as they occur and the impact of that change in accounting policy has been recorded as a $2.0 million cumulative effect adjustment as an increase to the Company's retained earnings and a decrease to additional paid-in capital as of April 1, 2016. The Company also recorded a cumulative-effect adjustment to retained earnings for the increase of $2.3 million in long-term deferred tax assets related to the forfeiture rate reduction on outstanding share-based payment awards. Additionally, ASU 2016-09 eliminates the requirement to report excess tax benefits and certain tax deficiencies related to share-based payment transactions in additional paid-in capital. In accordance with the new standard, the Company will record excess tax benefits and tax deficiencies as income tax benefit or provision on a prospective basis in the condensed consolidated statements of operations. The standard also eliminates the requirement that excess tax benefits be realized before companies can recognize them. Accordingly, the Company has recorded a $47.2 million cumulative-effect adjustment to its retained earnings and long-term deferred tax assets as of April 1, 2016 for previously unrecognized excess tax benefits. ASU 2016-09 also requires excess tax benefits to be reported as operating activities in the statement of cash flows rather than as a financing activity. The Company has elected to apply the change in cash flow classification on a prospective basis and prior periods were not retrospectively adjusted. Recently Issued Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09 -Revenue from Contracts with Customers (Topic 606) , which will supersede nearly all existing revenue recognition guidance under US GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In July 2015, the FASB delayed the effective date of the new standard by one year to December 15, 2017, for annual and interim reporting periods beginning after that date. In accordance with the delay, the new standard will be effective for the Company beginning no later than April 1, 2018. Early adoption is permitted, but not before the original effective date of December 15, 2016. The new standard allows for the amendment to be applied either retrospectively to each prior reporting period presented or retrospectively as a cumulative-effect adjustment as of the date of adoption. In March 2016, the FASB issued ASU 2016-08 - Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10 - Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which clarifies the implementation guidance on identifying performance obligations. In May 2016, the FASB issued ASU 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which addresses implementation issues that were raised by stakeholders and discussed by the Revenue Recognition Transition Resource Group. As described in the Company's significant accounting policies, the Company defers the revenue and cost of sales on shipments to distributors until the distributor sells the product to their end customer. Upon adoption of ASU 2014-09, ASU 2015-14, ASU 2016-08, ASU 2016-10 and ASU 2016-12, the Company will no longer defer revenue until sale by the distributor to the end customer, but rather, will be required to estimate the effects of returns and allowances provided to distributors and record revenue at the time of sale to the distributor. The Company is currently evaluating the impact that the adoption of the standards will have on its condensed consolidated financial statements. The Company has not yet elected a transition method. In July 2015, the FASB issued ASU 2015-11- Simplifying the Measurement of Inventory. This standard requires that entities measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016 and is applied prospectively. Early adoption is permitted. The Company does not expect this standard to have a material impact on its condensed consolidated financial statements. In January 2016, the FASB issued ASU 2016-01- Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is not permitted. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases . This standard requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet and aligns many of the underlying principles of the new lessor model with those in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. ASU 2016-02 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements. |
Business Acquisitions (Notes)
Business Acquisitions (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions Acquisition of Atmel On April 4, 2016, the Company acquired Atmel, a publicly traded company based in San Jose, California. The Company paid an aggregate of approximately $ 2.98 billion in cash, issued an aggregate of 10.1 million shares of its common stock to Atmel stockholders and incurred transaction and other fees of $ 14.9 million . The total consideration transferred in the acquisition, including approximately $ 7.5 million of non-cash consideration for the exchange of certain share-based payment awards of Atmel for stock awards of the Company, was approximately $ 3.47 billion . The Company financed the cash portion of the purchase price using approximately $ 2.04 billion of cash held by certain of its foreign subsidiaries and approximately $ 0.94 billion from additional borrowings under its existing credit agreement. As a result of the acquisition, Atmel became a wholly owned subsidiary of the Company. Atmel is a worldwide leader in the design and manufacture of microcontrollers, capacitive touch solutions, advanced logic, mixed-signal, nonvolatile memory and RF components. 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 Atmel 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 Atmel's net tangible assets and intangible assets based on their estimated fair values as of April 4, 2016. 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 Atmel acquisition is deductible for tax purposes. The Company retained independent third-party appraisers to assist management in its valuation. The purchase price allocation has not been finalized, including the valuation of inventory, intangible assets, taxes and other assets and liabilities. This could result in adjustments to the fair values of the assets acquired and liabilities assumed, the useful lives of intangible assets, the residual amount allocated to goodwill and deferred income taxes recognized. The preliminary allocation of the purchase price is based on the best estimates of management and is subject to revision based on the final valuation and estimates of useful lives. The table below represents the preliminary 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 (amounts in thousands). Assets acquired April 4, 2016 Cash and cash equivalents $ 230,266 Accounts receivable 135,427 Inventories 333,208 Prepaid expenses and other current assets 28,360 Assets held for sale 24,394 Property, plant and equipment 129,587 Goodwill 1,378,317 Purchased intangible assets 1,880,245 Long-term deferred tax assets 49,466 Other assets 5,948 Total assets acquired 4,195,218 Liabilities assumed Accounts payable (55,686 ) Other current liabilities (119,152 ) Long-term line of credit (192,000 ) Deferred tax liabilities (74,334 ) Long-term income tax payable (174,380 ) Other long-term liabilities (106,688 ) Total liabilities assumed (722,240 ) Purchase price allocated $ 3,472,978 Purchased Intangible Assets Weighted Average Useful Life April 4, 2016 (in years) (in thousands) Core/developed technology 11 $ 1,080,340 In-process technology — 140,200 Customer-related 6 629,200 Backlog 1 28,700 Other 5 1,805 Total purchased intangible assets $ 1,880,245 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 technology 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 Atmel's contractual relationships and customer loyalty related to its distributor and end-customer relationships, and the fair values of the customer-related intangibles were determined based on Atmel's projected revenues. An analysis of expected attrition and revenue growth for existing customers was prepared from Atmel's historical customer information. 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 Atmel at the acquisition date, and the preliminary fair values were 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 year. Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Thus, approximately $ 163.5 million was established as a net deferred tax liability for the future amortization of the intangible assets. The amount of continuing Atmel net sales and net loss included in the Company's condensed consolidated statements of operations for the three months ended June 30, 2016 was approximately $ 219.0 million and $ 163.6 million , respectively. The following unaudited pro-forma consolidated results of operations for the three months ended June 30, 2016 and 2015 assume the closing of the Atmel acquisition occurred as of April 1, 2015. The pro-forma adjustments are mainly comprised of acquired inventory fair value costs and amortization of purchased intangible assets. The pro-forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on April 1, 2015 or of results that may occur in the future (amounts in thousands except per share data): Three Months Ended June 30, 2016 June 30, 2015 Net sales $ 837,118 $ 796,122 Net income (loss) from continuing operations $ 8,401 $ (68,623 ) Basic net income (loss) per common share $ 0.04 $ (0.32 ) Diluted net income (loss) per common share $ 0.04 $ (0.32 ) Acquisition of Micrel On August 3, 2015, the Company acquired Micrel, Incorporated (Micrel), a publicly traded company based in San Jose, California. The Company paid an aggregate of approximately $ 430.0 million in cash and issued an aggregate of 8.6 million shares of its common stock to Micrel shareholders. The number of shares issued in the transaction was subsequently repurchased in the open market during the year ended March 31, 2016. The total consideration transferred in the acquisition, including approximately $ 4.1 million of non cash consideration for the exchange of certain share-based payment awards of Micrel for stock awards of the Company, and approximately $ 13.1 million of cash consideration for the payout of vested employee stock awards, was approximately $ 816.2 million . The Company financed the cash portion of the purchase price using borrowings under its existing credit agreement. As a result of the acquisition, Micrel became a wholly owned subsidiary of the Company. Micrel's business is to design, develop, manufacture and market a range of high-performance analog, power and mixed-signal integrated circuits. Micrel's products address a wide range of end markets including industrial, automotive and communications. Micrel also manufactures custom analog and mixed-signal circuits and provides wafer foundry services for customers which produce electronic systems utilizing semiconductor manufacturing processes as well as micro-electrical mechanical system technologies. 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 Micrel have been included in the Company's condensed 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 Micrel's net tangible assets and intangible assets based on their estimated fair values as of August 3, 2015. 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 Micrel acquisition is deductible for tax purposes. The Company retained an independent third-party appraiser to assist management in its valuation. The table below represents the allocation of the purchase price, including adjustments to the purchase price allocation from the previously reported figures at March 31, 2016, to the net assets acquired based on their estimated fair values as of August 3, 2015, as well as the associated estimated useful lives of the acquired intangible assets at that date (amounts in thousands): Assets acquired Previously Reported March 31, 2016 Adjustments June 30, 2016 Cash and cash equivalents $ 99,196 $ — $ 99,196 Accounts receivable, net 14,096 — 14,096 Inventories 73,468 — 73,468 Prepaid expenses and other current assets 10,652 — 10,652 Property, plant and equipment, net 38,566 (75 ) 38,491 Goodwill 440,992 (14 ) 440,978 Purchased intangible assets 273,500 — 273,500 Other assets 4,268 — 4,268 Total assets acquired 954,738 (89 ) 954,649 Liabilities assumed Accounts payable (11,068 ) — (11,068 ) Other current liabilities (31,641 ) 89 (31,552 ) Deferred tax liabilities (88,035 ) — (88,035 ) Long-term income tax payable (7,637 ) — (7,637 ) Other long-term liabilities (127 ) — (127 ) Total liabilities assumed (138,508 ) 89 (138,419 ) Purchase price allocated $ 816,230 $ — $ 816,230 Purchased Intangible Assets Weighted Average Useful Life August 3, 2015 (in years) (in thousands) Core/developed technology 10 $ 175,800 In-process technology — 21,000 Customer-related 5 71,100 Backlog 1 5,600 Total purchased intangible assets $ 273,500 Purchased intangible assets include core and developed technology, in-process research and development, customer-related intangibles and acquisition-date backlog. 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 commensurate with the expected cash flows used in the initial determination of fair value. In-process technology 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 Micrel's contractual relationships and customer loyalty related to its distributor and end-customer relationships, and the fair values of the customer-related intangibles were determined based on Micrel's projected revenues. An analysis of expected attrition and revenue growth for existing customers was prepared from Micrel's historical customer information. Customer relationships are being amortized in a manner consistent with the estimated cash flows associated with the existing customers and anticipated retention rates. Backlog relates to the value of orders not yet shipped by Micrel at the acquisition date, and the preliminary fair values were based on the estimated profit associated with those orders. Backlog related assets are being recognized commensurate with recognition of the revenue for the orders on which the backlog intangible assets were determined. Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Thus, approximately $ 99.7 million was established as a net deferred tax liability for the future amortization of the intangible assets offset by $ 11.4 million of net deferred tax assets. |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held for Sale | Discontinued Operations and Assets Held for Sale Discontinued operations include the mobile touch business that the Company acquired as part of its acquisition of Atmel. The mobile touch business has been marketed for sale since the acquisition of Atmel on April 4, 2016 based on management's decision that it was not a strategic fit for the Company's product portfolio. For financial statement purposes, the results of operations for this discontinued business has been segregated from those of the continuing operations and are presented in the Company's condensed consolidated financial statements as discontinued operations and the net assets of the remaining discontinued business has been presented as assets held for sale. The results of discontinued operations for the three months ended June 30, 2016 are as follows (amounts in thousands): Net sales $ 9,376 Cost of sales 8,424 Operating expenses 6,425 Income tax benefit (1,335 ) Net loss from discontinued operations $ (4,138 ) As of June 30, 2016, assets held for sale are comprised of the following (amounts in thousands): Accounts receivable, net $ 5,932 Inventories 4,966 Intangible assets 7,500 Total assets held for sale $ 18,398 |
Special Charges (Notes)
Special Charges (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Other Nonrecurring (Income) Expense [Abstract] | |
Special charges | Special Charges The Company incurred special charges related to severance, office closing and other costs associated with its acquisition activity of $ 22.0 million for the three months ended June 30, 2016 (of which $ 17.0 million was paid during the quarter) and $ 1.6 million for the three months ended June 30, 2015 . |
Segment Information (Notes)
Segment Information (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company's reportable segments are semiconductor products and technology licensing. The Company does not allocate operating expenses, interest income, interest expense, other income or expense, or provision for or benefit from income taxes to these segments for internal reporting purposes, as the Company does not believe that allocating these expenses is beneficial in evaluating segment performance. Additionally, the Company does not allocate assets to segments for internal reporting purposes as it does not manage its segments by such metrics. The following table represents net sales and gross profit for each segment for the three months ended June 30, 2016 (amounts in thousands): Three Months Ended June 30, 2016 Net Sales Gross Profit Semiconductor products $ 778,823 $ 327,902 Technology licensing 20,588 20,588 $ 799,411 $ 348,490 The following table represents net sales and gross profit for each segment for the three months ended June 30, 2015 (amounts in thousands): Three Months Ended June 30, 2015 Net Sales Gross Profit Semiconductor products $ 510,689 $ 285,754 Technology licensing 23,263 23,263 $ 533,952 $ 309,017 |
Investments (Notes)
Investments (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Investments [Abstract] | |
Investments | Investments The Company's investments are intended to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations, and delivers an appropriate yield in relationship to the Company's investment guidelines and market conditions. The following is a summary of available-for-sale securities at June 30, 2016 (amounts in thousands): Available-for-sale Securities Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Marketable equity securities $ 2,161 $ — $ (895 ) $ 1,266 The following is a summary of available-for-sale securities at March 31, 2016 (amounts in thousands): Available-for-sale Securities Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Government agency bonds $ 468,290 $ 439 $ (99 ) $ 468,630 Corporate bonds and debt 1,000 — — 1,000 Marketable equity securities 2,195 8 — 2,203 $ 471,485 $ 447 $ (99 ) $ 471,833 At June 30, 2016 , the Company's available-for-sale securities are presented on the condensed consolidated balance sheets as short-term investments of $ 1.3 million . At March 31, 2016 , the Company's available-for-sale securities are presented on the condensed consolidated balance sheets as short-term investments of $ 353.3 million and long-term investments of $ 118.5 million . The Company sold available-for-sale investments for proceeds of $ 470.6 million during the three months ended June 30, 2016 . The Company sold available-for-sale investments during the first quarter of fiscal 2017 and the fourth quarter of fiscal 2016 to finance a portion of the purchase price of its Atmel acquisition which closed on April 4, 2016. The Company sold available-for-sale investments for proceeds of $ 89.2 million during the three months ended June 30, 2015 . The Company had no material realized gains from the sale of available-for-sale securities during the three months ended June 30, 2016 . During the three months ended June 30, 2015, the Company had net realized gains of $ 14.0 million , from sales of available-for-sale marketable equity and debt securities. The Company determines the cost of available-for-sale debt securities sold on a FIFO basis at the individual security level for sales from multiple lots. For sales of marketable equity securities, the Company uses an average cost basis at the individual security level. Gains and losses recognized in earnings are credited or charged to other income (expense) on the consolidated statements of operations. The following tables show all investments in an unrealized loss position for which an other-than-temporary impairment has not been recognized and the related gross unrealized losses and fair value, aggregated by investment category and the length of time that the individual securities have been in a continuous unrealized loss position (amounts in thousands): June 30, 2016 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Marketable equity securities $ 1,266 $ (895 ) $ — $ — $ 1,266 $ (895 ) March 31, 2016 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Government agency bonds $ 148,562 $ (99 ) $ — $ — $ 148,562 $ (99 ) Corporate bonds and debt — — 1,000 — 1,000 — $ 148,562 $ (99 ) $ 1,000 $ — $ 149,562 $ (99 ) Management does not believe any of the unrealized losses represent an other-than-temporary impairment based on its evaluation of available evidence as of June 30, 2016 and the Company's intent is to hold these investments until these assets are no longer impaired. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 3 Months Ended |
Jun. 30, 2015 | |
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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. Marketable Debt Instruments Marketable debt instruments include instruments such as corporate bonds and debt, government agency bonds, bank deposits, municipal bonds, and money market mutual funds. When the Company uses observable market prices for identical securities that are traded in less active markets, the Company classifies its marketable debt instruments as Level 2. When observable market prices for identical securities are not available, the Company prices its marketable debt instruments using non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar instruments; or pricing models, such as a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data. Non-binding market consensus prices are based on the proprietary valuation models of pricing providers or brokers. These valuation models incorporate a number of inputs, including non-binding and binding broker quotes; observable market prices for identical or similar securities; and the internal assumptions of pricing providers or brokers that use observable market inputs and, to a lesser degree, unobservable market inputs. The Company corroborates non-binding market consensus prices with observable market data using statistical models when observable market data exists. The discounted cash flow model uses observable market inputs, such as LIBOR-based yield curves, currency spot and forward rates, and credit ratings. Assets Measured at Fair Value on a Recurring Basis Assets measured at fair value on a recurring basis at June 30, 2016 are as follows (amounts in thousands): Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Balance Assets Cash and cash equivalents: Money market mutual funds $ 147,618 $ — $ — $ 147,618 Deposit accounts — 452,908 — 452,908 Short-term investments: Marketable equity securities 1,266 — — 1,266 Total assets measured at fair value $ 148,884 $ 452,908 $ — $ 601,792 Assets measured at fair value on a recurring basis at March 31, 2016 are as follows (amounts in thousands): Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Balance Assets Cash and cash equivalents: Money market mutual funds $ 1,787,446 $ — $ — $ 1,787,446 Deposit accounts — 305,305 — 305,305 Short-term investments: Marketable equity securities 2,203 — — 2,203 Corporate bonds and debt — 1,000 — 1,000 Government agency bonds — 350,081 — 350,081 Long-term investments: Government agency bonds — 118,549 — 118,549 Total assets measured at fair value $ 1,789,649 $ 774,935 $ — $ 2,564,584 There were no transfers between Level 1 and Level 2 during the three -months ended June 30, 2016 or the year ended March 31, 2016 . Assets and Liabilities Measured and Recorded at Fair Value on a Non-Recurring Basis The Company's non-marketable equity, cost method investments, certain acquired liabilities and non-financial assets, such as intangible assets, assets held for sale and property, plant and equipment, are recorded at fair value on a non-recurring basis. These assets are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. The Company's non-marketable and cost method investments are monitored on a quarterly basis for impairment charges. The fair values of these investments have been determined as Level 3 fair value measurements because the valuations use unobservable inputs that require management's judgment due to the absence of quoted market prices. There were no impairment charges recognized on these investments during each of the three -month periods ended June 30, 2016 and June 30, 2015 . These investments are included in other assets on the condensed consolidated balance sheet. The fair value measurements related to the Company's non-financial assets, such as intangible assets, assets held for sale and property, plant and equipment are based on available market prices at the measurement date based on transactions of similar assets and third-party independent appraisals, less costs to sell where appropriate. The Company classifies these measurements as Level 2. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 June 30, 2016 based upon unobservable inputs. The fair values of these investments have been determined as Level 3 fair value measurements. The fair values of the Company's line of credit borrowings are estimated using discounted cash flow analyses, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements and approximate carrying value excluding debt issuance costs. 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 line of credit borrowings at June 30, 2016 approximated the carrying value and are considered Level 2 in the fair value hierarchy described in Note 8. 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. Fair Value of Subordinated Convertible Debentures The Company measures the fair value of its senior and junior subordinated convertible debentures for disclosure purposes. These fair values are based on observable market prices for these debentures, which are 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 senior and junior subordinated convertible debentures as of June 30, 2016 and March 31, 2016 (amounts in thousands). As of June 30, 2016 , the carrying amounts of the Company's senior and junior subordinated convertible debentures have been reduced by debt issuance costs of of $ 18.0 million and $ 2.3 million , respectively. As of March 31, 2016 , the carrying amounts of the Company's senior and junior subordinated convertible debentures have been reduced by debt issuance costs of $ 18.4 million and $ 2.4 million , respectively. June 30, 2016 March 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value 1.625% Senior Subordinated Convertible Debentures $ 1,227,444 $ 1,919,356 $ 1,216,313 $ 1,762,088 2.125% Junior Subordinated Convertible Debentures $ 195,315 $ 1,187,375 $ 193,936 $ 1,143,117 |
Accounts Receivable (Notes)
Accounts Receivable (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Accounts Receivable, Net [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable consists of the following (amounts in thousands): June 30, 2016 March 31, 2016 Trade accounts receivable $ 433,766 $ 289,013 Other 4,135 3,710 Total accounts receivable, gross 437,901 292,723 Less allowance for doubtful accounts 2,390 2,540 Total accounts receivable, net $ 435,511 $ 290,183 |
Inventories (Notes)
Inventories (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories consist of the following (amounts in thousands): June 30, 2016 March 31, 2016 Raw materials $ 14,971 $ 12,179 Work in process 346,506 208,283 Finished goods 156,954 86,353 Total inventories $ 518,431 $ 306,815 Inventories are valued at the lower of cost or market 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. The inventory balance at June 30, 2016 includes a $ 80.9 million acquired inventory fair value adjustment resulting from the acquisition of Atmel. |
Property, Plant and Equipment (
Property, Plant and Equipment (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consists of the following (amounts in thousands): June 30, 2016 March 31, 2016 Land $ 73,692 $ 63,907 Building and building improvements 498,860 458,379 Machinery and equipment 1,739,188 1,645,617 Projects in process 109,168 99,370 Total property, plant and equipment, gross 2,420,908 2,267,273 Less accumulated depreciation and amortization 1,688,092 1,657,877 Total property, plant and equipment, net $ 732,816 $ 609,396 Depreciation expense attributed to property, plant and equipment was $ 30.6 million and $ 24.7 million for the three months ended June 30, 2016 and June 30, 2015 , respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets consist of the following (amounts in thousands): June 30, 2016 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 1,813,105 $ (301,019 ) $ 1,512,086 Customer-related 907,742 (229,241 ) 678,501 Trademarks and trade names 11,700 (8,088 ) 3,612 Backlog 28,700 (7,075 ) 21,625 In-process technology 185,566 — 185,566 Distribution rights 5,580 (5,313 ) 267 Other 1,805 (105 ) 1,700 Total $ 2,954,198 $ (550,841 ) $ 2,403,357 March 31, 2016 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 724,883 $ (255,460 ) $ 469,423 Customer-related 278,542 (200,331 ) 78,211 Trademarks and trade names 11,700 (7,571 ) 4,129 In-process technology 54,308 — 54,308 Distribution rights 5,580 (5,302 ) 278 Total $ 1,075,013 $ (468,664 ) $ 606,349 The Company amortizes intangible assets over their expected useful lives, which range between 1 and 15 years. During the three months ended June 30, 2016 , as a result of the Atmel transaction, the Company acquired $ 1,080.3 million of core and developed technology which has a weighted average amortization period of 11 years, $ 629.2 million of customer-related intangible assets which have a weighted average amortization period of 6 years, $ 28.7 million of intangible assets related to backlog with an amortization period of 1 year, $ 1.8 million of other intangible assets which have a weighted average amortization period of 5 years and $ 140.2 million of in-process technology which will begin amortization once the technology reaches technological feasibility. During the three months ended June 30, 2016 , $ 8.9 million of in-process technology reached technological feasibility and was reclassified as core and developed technology and began being amortized over its estimated useful life. The following is an expected amortization schedule for the intangible assets for the remainder of fiscal 2017 through fiscal 2021, absent any future acquisitions or impairment charges (amounts in thousands): Year ending March 31, Projected Amortization Expense 2017 $253,615 2018 445,471 2019 363,978 2020 314,257 2021 288,469 Amortization expense attributed to intangible assets was $ 82.5 million and $ 35.7 million for the three months ended June 30, 2016 and June 30, 2015 , respectively. In the three months ended June 30, 2016 , approximately $ 0.9 million was charged to cost of sales, and approximately $ 81.6 million was charged to operating expenses. In the three months ended June 30, 2015 , approximately $ 0.9 million was charged to cost of sales, and approximately $ 34.8 million was charged to operating expenses. The Company recognized impairment charges of $ 2.0 million in three months ended June 30, 2016 . The Company recognized no impairment charges in the three months ended June 30, 2015 . Goodwill activity for the three months ended June 30, 2016 was as follows (amounts in thousands): Semiconductor Products Reporting Unit Technology Licensing Reporting Unit Balance at March 31, 2016 $ 993,452 $ 19,200 Additions due to the acquisition of Atmel 1,378,317 — Adjustments due to the acquisition of Micrel (14 ) — Balance at June 30, 2016 $ 2,371,755 $ 19,200 At March 31, 2016 , 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 June 30, 2016 , the Company has never recorded an impairment charge against its goodwill balance. |
Income Taxes (Notes)
Income Taxes (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes reflects tax on foreign earnings and federal and state tax on U.S. earnings. The Company had a negative effective tax rate of 20.4% for the three months ended June 30, 2016 and a negative effective tax rate of 9.1% for the three months ended June 30, 2015 . The Company's effective tax rate for the three months ended June 30, 2016 is lower compared to the prior year primarily due to acquisition related expenses. The Company's effective tax rate is lower than statutory rates in the U.S. due primarily to its mix of earnings in foreign jurisdictions with lower tax rates as well as numerous tax holidays it receives related to its Thailand manufacturing operations based on its investment in property, plant and equipment in Thailand. The Company’s tax holiday periods in Thailand expire at various times in the future, 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 effected tax rate. The remaining material components of foreign income taxed at a rate lower than the U.S. are earnings accrued in Ireland and earnings accrued by the Company's offshore technology company which is resident in the Cayman Islands. The following tables summarize the activity related to the Company's gross unrecognized tax benefits for the three months ended June 30, 2016 and the year ended March 31, 2016 (amounts in thousands): Three Months Ended June 30, 2016 Beginning balance $ 220,669 Increases related to acquisitions 193,889 Decreases related to statute of limitation expirations (249 ) Increases related to current year tax positions 6,773 Decreases related to prior year tax positions (134 ) Ending Balance $ 420,948 Year Ended March 31, 2016 Beginning balance $ 170,654 Increases related to acquisitions 46,245 Decreases related to settlements with tax authorities (7,954 ) Decreases related to statute of limitation expirations (4,591 ) Increases related to current year tax positions 16,315 Ending Balance $ 220,669 As of June 30, 2016, the Company had accrued approximately $ 12.2 million related to the potential payment of interest on the Company's uncertain tax positions. The current year increase to the potential payment of interest is primarily composed of a $ 9.3 million increase related to acquisitions. As of March 31, 2016, the Company had accrued approximately $ 2.4 million related to the potential payment of interest on the Company's uncertain tax positions. As of June 30, 2016, the Company had accrued for approximately $ 53.2 million in penalties related to its uncertain tax positions. The current year increase to the potential payment of penalties is primarily composed of a $ 25.6 million increase related to acquisitions. As of March 31, 2016, the Company had accrued for approximately $ 27.6 million in penalties related to its uncertain tax positions. 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 2005 and later tax years remain effectively open for examination by tax authorities. The U.S. Internal Revenue Service (IRS) is currently auditing the Company's 2011 and 2012 tax years. For foreign tax returns, the Company is generally no longer subject to income tax examinations for years prior to fiscal 2007. 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, additional tax payments are more likely than not. 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 would 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. Although the timing of the resolution or closure of audits is highly uncertain, the Company does not believe it is reasonably possible that the unrecognized tax benefits would materially change in the next 12 months. |
1.625% Senior Subordinated Conv
1.625% Senior Subordinated Convertible Debentures (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Senior Subordinated Convertible Debenture Due 2025 [Member] | |
Debt Instrument [Line Items] | |
Senior subordinated convertible debentures | 1.625% Senior Subordinated Convertible Debentures In February 2015, the Company issued $ 1,725.0 million principal amount of 1.625% senior subordinated convertible debentures due February 15, 2025 . The debentures are subordinated to the Company's senior debt, including amounts borrowed under its amended credit facility, but are senior to the Company's outstanding 2.125% junior subordinated convertible debentures. The debentures are convertible, subject to certain conditions, into cash, shares of the Company's common stock or a combination thereof, at the Company's election, at an initial base conversion rate of 14.5654 shares of common stock per $ 1,000 principal amount of debentures, representing an initial base conversion price of approximately $ 68.66 per share of common stock. As a result of cash dividends paid since the issuance of the debentures, the conversion rate has been adjusted to 15.2530 shares of common stock per $ 1,000 of principal amount of debentures, representing a base conversion price of approximately $ 65.56 per share of common stock. In addition, if at the time of conversion the applicable price of the Company's common stock exceeds the base conversion price, the conversion rate will be increased by up to an additional initial base conversion rate of 7.2827 shares of common stock per $ 1,000 principal amount of debentures, as determined pursuant to a specified formula. As a result of cash dividends paid since the issuance of the debentures, the maximum number of additional shares that may be issued if the stock price of the Company's common stock exceeds the base conversion price has been adjusted to 7.6265 shares of common stock per $ 1,000 principal amount of debentures. However, in no event will the conversion rate exceed 20.3915 (adjusted to 21.3542 as a result of cash dividends paid since the issuance of the debentures) shares of common stock per $ 1,000 principal amount of debentures. The Company received net proceeds of approximately $ 1,694.7 million from the issuance of its senior subordinated convertible debentures after deduction of issuance costs of approximately $ 30.3 million . The $ 30.3 million in issuance costs was split between a debt component of $ 20.4 million and an equity component of $ 9.9 million . The debt component of the debt issuance costs is recorded as a direct deduction from the carrying value of the debentures and is being amortized using the effective interest method over the term of the debentures. Prior to the close of business on the business day immediately preceding November 15, 2024, the debentures will be convertible at the option of the debenture holders only upon the satisfaction of specified conditions and during certain periods. Thereafter until close of business on the second scheduled trading day immediately preceding February 15, 2025, the debentures will be convertible at the option of the debenture holders at any time regardless of these conditions. Accrued and unpaid interest will be considered fully paid upon settlement of shares. As the debentures can be settled in cash upon conversion, for accounting purposes, the debentures were bifurcated into a liability component and an equity component, which are both initially recorded at fair value. The carrying value of the equity component at June 30, 2016 and March 31, 2016 was $ 564.9 million . The estimated fair value of the liability component of the debentures at the issuance date was $1,160.1 million resulting in a debt discount of $ 564.9 million . The unamortized debt discount was $ 479.6 million at June 30, 2016 and $ 490.3 million at March 31, 2016 . The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 8.62 years . In the three months ended June 30, 2016 , the Company recognized $ 10.7 million in non-cash interest expense related to the amortization of the debt discount compared to $ 10.5 million in the three months ended June 30, 2015 . The Company recognized $ 7.0 million of interest expense related to the 1.625% coupon on the debentures in each of the three month periods ended June 30, 2016 and June 30, 2015 . The effective interest rate of the debentures is 5.9% . |
2.125% Junior subordinated conv
2.125% Junior subordinated convertible debentures (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Junior Subordinated Convertible Debentures Due 2037 | |
Debt Instrument [Line Items] | |
Junior subordinated convertible debentures | 2.125% Junior Subordinated Convertible Debentures The Company's remaining $ 575.0 million principal amount of 2.125% junior subordinated convertible debentures due December 15, 2037 , are subordinated in right of payment to any future senior debt of the Company (including the Company's senior subordinated convertible debentures) and are effectively subordinated in right of payment to the liabilities of the Company's subsidiaries. The debentures are convertible, subject to certain conditions, into cash, shares of the Company's common stock or a combination thereof, at the Company's election, at an initial conversion rate of 29.2783 shares of common stock per $ 1,000 principal amount of debentures, representing an initial conversion price of approximately $ 34.16 per share of common stock. As of June 30, 2016 , the holders of the debentures had the right to convert their debentures between July 1, 2016 and September 30, 2016 because for at least 20 trading days during the 30 consecutive trading day period ending on June 30, 2016 , the Company's common stock had a last reported sale price greater than 130% of the conversion price. As of June 30, 2016 , the Company has classified the junior subordinated convertible debentures as long-term on the consolidated balance sheets as the Company has the intent and ability to refinance the obligation on a long-term basis. As of June 30, 2016 , a holder could realize more economic value by selling its debentures in the over the counter market than from converting its debentures. As a result of cash dividends paid since the issuance of the debentures, the conversion rate has been adjusted to 41.4433 shares of common stock per $ 1,000 of principal amount of debentures, representing a conversion price of approximately $ 24.13 per share of common stock. The if-converted value of the debentures exceeded the principal amount by $ 634.6 million at June 30, 2016 . The debentures include a contingent interest mechanism that begins in December 2017. The terms of the contingent interest include a 0.25% additional interest rate if the debentures are trading at less than $400 and a 0.5% additional interest rate if the debentures are trading at greater than $1,500 . Based on the current trading price of the debentures, the contingent interest rate beginning in December 2017 would be 0.5% of the average trading price. As the debentures can be settled in cash upon conversion, for accounting purposes, the debentures were bifurcated into a liability component and an equity component, which were both initially recorded at fair value. The carrying value of the equity component at June 30, 2016 and at March 31, 2016 was $ 411.2 million . The estimated fair value of the liability component of the debentures at the issuance date was $163.8 million , resulting in a debt discount of $ 411.2 million . The unamortized debt discount was $ 376.9 million at June 30, 2016 and $ 378.3 million at March 31, 2016 . The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 21.46 years. In the three months ended June 30, 2016 , the Company recognized $ 1.4 million in non-cash interest expense related to the amortization of the debt discount compared to $ 1.3 million in the three months ended June 30, 2015 . The Company recognized $ 3.1 million of interest expense related to the 2.125% coupon on the debentures in each of the three month periods ended June 30, 2016 and June 30, 2015 . The effective interest rate of the debentures is 9.1% . |
Credit facility (Notes)
Credit facility (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Line of Credit Facility [Abstract] | |
Credit Facility | Credit Facility In February 2015, the Company amended its existing $2.0 billion credit agreement by increasing the revolving credit facility to $2.555 billion and removing the term loan portion of the agreement. The new credit agreement includes two tranches. One tranche consists of bank commitments through February 2020 and another tranche consists of bank commitments through June 2018, the maturity date of the original credit agreement. The increase option permitting the Company, subject to certain requirements, to arrange with existing lenders or new lenders to provide up to an aggregate of $300 million in additional commitments, was also adjusted to $ 249.4 million . The credit agreement provides for a $ 125 million foreign currency sublimit, a $ 25 million letter of credit sublimit and a $25 million swingline loan sublimit. The amended credit agreement was accounted for as a modification and as such any remaining unamortized deferred costs associated with the prior credit agreement was associated with the new agreement since the borrowing capacity was increased. At June 30, 2016 , $ 1,922.0 million of revolving credit facility borrowings were outstanding under the credit agreement compared to $ 1,052.0 million at March 31, 2016 . The carrying values reflected in the Company's condensed consolidated balance sheets as of June 30, 2016 and March 31, 2016 have been reduced by debt issuance costs of $ 8.3 million and $ 8.8 million , respectively. In December 2015, the Company secured additional revolving credit commitments of $ 219 million from various banks in the February 2020 tranche under the increase option of the credit agreement, bringing its revolving credit facility to $ 2.774 billion . The remaining increase option was $ 30.4 million as of June 30, 2016 . In December 2015, the Company amended the maximum total leverage ratio in Section 6.11 of its existing credit agreement to allow the Total Leverage Ratio (as defined in that agreement) to be temporarily increased to 5.00 to 1.00 for a period of four consecutive quarters in conjunction with a permitted acquisition occurring during the first of the four quarters. The Total Leverage Ratio then decreases to 4.75 to 1.00 for three consecutive quarters, finally returning to the stated 4.50 to 1.00 Total Leverage Ratio of the credit agreement after a period of seven consecutive fiscal periods. The Company can elect to use this special feature, also referred to as an Adjusted Covenant Period, no more than two times during the term of the credit agreement and also can terminate an Adjusted Covenant Period earlier than the seven consecutive quarters allowed. The Company elected to use this feature in conjunction with its acquisition of Atmel during the quarter ended June 30, 2016. The loans under the credit agreement bear interest, at the Company's option, at the base rate plus a spread of 0.25% to 1.25% or an adjusted LIBOR rate (based on one, two, three, or six-month interest periods) plus a spread of 1.25% to 2.25% , in each case with such spread being determined based on the consolidated leverage ratio for the preceding four fiscal quarters (in the case of the 2018 tranche revolving loans) or the consolidated senior leverage ratio (in the case of the 2020 tranche revolving loans). The base rate means the highest of JPMorgan Chase Bank, N.A.'s prime rate, the federal funds rate plus a margin equal to 0.50% and the adjusted LIBOR rate for a 1-month interest period plus a margin equal to 1.00% . Swingline loans accrue interest at a per annum rate based on the base rate plus the applicable margin for base rate loans. Base rate loans may only be made in U.S. Dollars. The Company is also obligated to pay other customary administration fees and letter of credit fees for a credit facility of this size and type. 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. Interest expense related to the credit agreement was approximately $ 11.6 million and $ 3.6 million in the three months ended June 30, 2016 and June 30, 2015 , respectively. Principal, together with all accrued and unpaid interest, is due and payable on the respective tranche maturity date, which is June 27, 2018 and February 4, 2020. The weighted average interest rate on borrowings outstanding at June 30, 2016 related to the credit agreement was 1.95% . The Company also pays a quarterly commitment fee on the available but unused portion of its line of credit 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 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, the Company and its domestic subsidiaries are required to pledge the equity securities of certain of their respective material subsidiaries, subject to certain exceptions and limitations. 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 consolidated senior and total leverage ratios and a consolidated interest coverage ratio. At June 30, 2016 , the Company was in compliance with these 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 credit agreement 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. |
Pension Plans (Notes)
Pension Plans (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits Disclosure | Pension Plans In connection with the acquisition of Atmel, the Company assumed unfunded defined benefit pension plans that cover certain French and German employees. 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 are as follows (amounts in thousands): Three Months Ended June 30, 2016 Service costs $ 364 Interest costs 243 Amortization of actuarial loss 65 Settlements 231 Net pension period cost $ 903 The change in projected benefit obligation and the accumulated benefit obligation, were as follows (amounts in thousands): June 30, 2016 Projected benefit obligation April 4, 2016 $ 40,313 Service cost 364 Interest cost 243 Settlements 231 Actuarial losses 9,808 Benefits paid (107 ) Foreign currency exchange rate changes (115 ) Projected benefit obligation at June 30, 2016 $ 50,737 Accumulated benefit obligation at June 30, 2016 44,552 As the defined benefit plans are unfunded, the liability recognized on the condensed consolidated balance sheets as of June 30, 2016 was $50.7 million, of which $ 0.7 million is included in accrued and other liabilities and $ 50.0 million is included in other long-term liabilities on the condensed consolidated balance sheets. Actuarial assumptions used to determine benefit obligations for the plans were as follows: Assumed discount rate 1.05% - 1.31% Assumed compensation rate of increase 2.90% - 3.00% 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). Future estimated expected benefit payments for the remainder of fiscal 2017 through 2026 are as follows (amounts in thousands): Fiscal Year Ending Expected Benefit Payments 2017 $ 352 2018 848 2019 885 2020 1,139 2021 1,685 2022 through 2026 8,465 $ 13,374 The Company’s pension liability represents the present value of estimated future benefits to be paid. Actuarial losses (gains) for the three months ended June 30, 2016 is comprised of a $ 10.5 million loss recognized due to declines in the discount rates used to calculate the present value of pension obligation and a $ 0.7 million settlement gain. Net actuarial losses (gains) will be recognized as a component of net periodic pension cost during fiscal 2018, which is included in accumulated other comprehensive loss in the condensed consolidated balance sheets as of June 30, 2016. The Company’s net periodic pension cost for fiscal 2017 is expected to be approximately $ 2.9 million . Cash funding for benefits paid was $ 0.1 million for the three months ended June 30, 2016. The Company expects total contributions to these plans to be approximately $ 0.5 million in fiscal 2017. |
Contingencies (Notes)
Contingencies (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In the ordinary course of the Company's business, it is exposed to various liabilities as a result of contracts, product liability, customer claims 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, 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 June 30, 2016 , the Company's estimate of the aggregate potential liability that is possible but not probable is approximately $ 100 million in excess of amounts accrued. The Company's technology license agreements generally include an indemnification clause that indemnifies the licensee against liability and damages (including legal defense costs) arising from any claims of patent, copyright, trademark or trade secret infringement by the Company's proprietary technology. The terms of these indemnification provisions approximate the terms of the outgoing technology license agreements, which are typically perpetual unless terminated by either party for breach. The possible amount of future payments the Company could be required to make based on agreements that specify indemnification limits, if such indemnifications were required on all of these agreements, is approximately $ 147 million . There are some licensing agreements in place that do not specify indemnification limits. The Company had not recorded any liabilities related to these indemnification obligations as of June 30, 2016 . |
Derivative Instruments (Notes)
Derivative Instruments (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Foreign Currency Exchange Rate Risk The Company has international operations and is thus subject to foreign currency rate fluctuations. To help manage the risk of changes in foreign currency rates, the Company periodically enters into derivative contracts comprised of foreign currency forward contracts to hedge its asset and liability foreign currency exposure and a portion of its foreign currency operating expenses. Approximately 96 % of the Company's sales are U.S. dollar denominated. To date, the exposure related to foreign exchange rate volatility has not been material to the Company's operating results. As of June 30, 2016 and March 31, 2016 , the Company had no foreign currency forward contracts outstanding. The Company recognized an immaterial amount of net realized gains and losses on foreign currency forward contracts in each of the three months ended June 30, 2016 and 2015 . Gains and losses from changes in the fair value of these foreign currency forward contracts and foreign currency exchange rate fluctuations are credited or charged to other income (expense) on the condensed consolidated statements of operations. The Company does not apply hedge accounting to its foreign currency derivative instruments. |
Comprehensive (Loss) Income (No
Comprehensive (Loss) Income (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Comprehensive Income | Comprehensive (Loss) Income The following table presents the changes in the components of accumulated other comprehensive (loss) income (AOCI) for the three months ended June 30, 2016 (amounts in thousands): Unrealized holding gains (losses) available-for-sale securities Defined benefit pension plans Foreign Currency Total Accumulated other comprehensive (loss) income at March 31, 2016 $ 348 $ 44 $ (3,749 ) $ (3,357 ) Other comprehensive loss before reclassifications (1,325 ) (6,805 ) (3,023 ) (11,153 ) Amounts reclassified from accumulated other comprehensive loss 82 — — 82 Net other comprehensive loss (1,243 ) (6,805 ) (3,023 ) (11,071 ) Accumulated other comprehensive loss at June 30, 2016 $ (895 ) $ (6,761 ) $ (6,772 ) $ (14,428 ) The table below details where reclassifications of realized transactions out of AOCI are recorded on the condensed consolidated statements of operations (amounts in thousands): Three Months Ended June 30, Description of AOCI Component 2016 2015 Related Statement of Income Line Unrealized (losses) gains on available-for-sale securities $ (82 ) $ 13,959 Other income |
Share-Based Compensation (Notes
Share-Based Compensation (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity incentive plans | Share-Based Compensation The following table presents the details of the Company's share-based compensation expense (amounts in thousands): Three Months Ended June 30, 2016 2015 Cost of sales $ 7,897 (1) $ 1,657 (1) Research and development 17,517 7,098 Selling, general and administrative 34,165 5,357 Pre-tax effect of share-based compensation 59,579 14,112 Income tax benefit 20,888 3,532 Net income effect of share-based compensation $ 38,691 $ 10,580 (1) During the three months ended June 30, 2016 , $ 2.8 million of share-based compensation expense was capitalized to inventory. The amount of share-based compensation included in cost of sales during the three months ended June 30, 2016 , included $ 3.7 million of previously capitalized share-based compensation expense in inventory that was sold and $ 4.2 million of share-based compensation expense related to the Company's acquisition of Atmel that was not previously capitalized to inventory. During the three months ended June 30, 2015 , $ 1.8 million of share-based compensation expense was capitalized to inventory and $ 1.7 million of previously capitalized share-based compensation expense in inventory was sold. Atmel Acquisition-related Equity Awards In connection with the acquisition of Atmel, the Company assumed certain restricted stock units (RSUs) granted by Atmel. The assumed awards were measured at the acquisition date based on the estimated fair value, which was a total of $ 95.9 million . A portion of that fair value, $ 7.5 million , which represented the pre-acquisition vested service provided by employees to Atmel, 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 $ 88.4 million , representing post-acquisition share-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods. During the three months ended June 30, 2016, the Company recognized $ 43.2 million of share-based compensation expense in connection with the acquisition of Atmel, of which $ 37.1 million was due to the accelerated vesting of outstanding equity awards upon termination of certain Atmel employees. |
Net (Loss) Income Per Common Sh
Net (Loss) Income Per Common Share Attributable to Microchip Technology Stockholders (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net income per common share | Net (Loss) Income Per Common Share Attributable to Microchip Technology Stockholders The following table sets forth the computation of basic and diluted net (loss) income per common share from continuing operations attributable to Microchip Technology stockholders (in thousands, except per share amounts): Three Months Ended June 30, 2016 2015 Net (loss) income from continuing operations attributable to Microchip Technology $ (109,225 ) $ 130,667 Weighted average common shares outstanding 214,345 202,232 Dilutive effect of stock options and RSUs — 3,392 Dilutive effect of 2037 junior subordinated convertible debentures — 11,143 Weighted average common and potential common shares outstanding 214,345 216,767 Basic net (loss) income per common share from continuing operations attributable to Microchip Technology stockholders $ (0.51 ) $ 0.65 Diluted net (loss) income per common share from continuing operations attributable to Microchip Technology stockholders $ (0.51 ) $ 0.60 The Company computed basic net (loss) income per common share from continuing operations attributable to its stockholders using net (loss) income from continuing operations available to common stockholders and the weighted average number of common shares outstanding during the period. The Company computed diluted net (loss) income per common share from continuing operations attributable to its stockholders using net (loss) income from continuing operations available to common stockholders and 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. For the three months ended June 30, 2016 , the calculation of diluted net loss per common share excluded 4,159,273 common shares from employee equity incentive plans as the related impact would have been anti-dilutive as the Company generated a net loss. For the three months ended June 30, 2016 , the calculation of diluted net loss per common share excluded 12,165,812 shares issuable upon the exchange of the Company's 2.125% junior subordinated convertible debentures as the related impact would have been anti-dilutive as the Company generated a net loss. Diluted net income per common share from continuing operations attributable to stockholders for the three months ended June 30, 2015 includes 11,142,772 shares issuable upon the exchange of the Company's 2.125% junior subordinated convertible debentures. The debentures have 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 principal amount of the debentures will be settled 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 weighted average conversion price per share used in calculating the dilutive effect of the convertible debt for the three -month periods ended June 30, 2016 and 2015 was $24.23 and $25.01 , respectively. There were no shares issuable upon the exchange of the Company's 1.625% senior subordinated convertible debentures due February 15, 2025 (see Note 15). The debentures have 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 principal amount of the debentures will be settled 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 weighted average conversion price per share used in calculating the dilutive effect of the convertible debt for the three -month periods ended June 30, 2016 and 2015 was $65.82 and $67.95 , respectively. |
Stock Repurchase (Notes)
Stock Repurchase (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Treasury Stock [Text Block] | Stock Repurchase In December 2007, the Company announced that its Board of Directors had authorized the repurchase of up to 10.0 million shares of its common stock in the open market or in privately negotiated transactions. As of March 31, 2015, the Company had repurchased 7.5 million shares under this authorization for $ 234.7 million . In May 2015, the Company's Board of Directors authorized an increase to the existing share repurchase program to 20 million shares of common stock from the approximately 2.5 million shares remaining under the prior authorization. During fiscal 2016, the Company purchased 8.6 million shares of its common stock for a total of $ 363.8 million . 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 from the approximately 11.4 million shares remaining under the prior authorization. There were no repurchases of common stock during the three months ended June 30, 2016 . There is no expiration date associated with this repurchase program. As of June 30, 2016 , approximately 22.5 million shares remained as treasury shares with the balance of the shares being used to fund share issuance requirements under the Company's equity incentive plans. |
Dividends (Notes)
Dividends (Notes) | 3 Months Ended |
Jun. 30, 2016 | |
Dividends [Abstract] | |
Dividends | Dividends A quarterly cash dividend of $ 0.3595 per share was paid on June 6, 2016 in the aggregate amount of $ 77.2 million . A quarterly cash dividend of $ 0.3600 per share was declared on August 8, 2016 and will be paid on September 6, 2016 to stockholders of record as of August 22, 2016 . The Company expects the September payment of its quarterly cash dividend to be approximately $ 77.6 million . |
Recently Issued Accounting Pr34
Recently Issued Accounting Pronouncements (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | During the three months ended June 30, 2016 , the Company adopted Accounting Standards Update (ASU) 2015-03- Simplifying the Presentation of Debt Issuance Costs . The new guidance was adopted on a retrospective basis and as a result, debt issuance costs historically included in other assets have been reclassified as a direct deduction from the carrying amount of the associated debt. Related prior period information included on the Company’s condensed consolidated balance sheets has been retrospectively adjusted as follows (amounts in thousands). As of March 31, 2016 As Reported Adjustments As Adjusted Other assets $ 109,025 $ (29,632 ) $ 79,393 Total assets $ 5,567,515 $ (29,632 ) $ 5,537,883 Senior convertible debentures $ 1,234,733 $ (18,420 ) $ 1,216,313 Junior convertible debentures $ 196,304 $ (2,368 ) $ 193,936 Long-term line of credit $ 1,052,000 $ (8,844 ) $ 1,043,156 Total liabilities and stockholder's equity $ 5,567,515 $ (29,632 ) $ 5,537,883 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Atmel Corporation [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below represents the preliminary 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 (amounts in thousands). Assets acquired April 4, 2016 Cash and cash equivalents $ 230,266 Accounts receivable 135,427 Inventories 333,208 Prepaid expenses and other current assets 28,360 Assets held for sale 24,394 Property, plant and equipment 129,587 Goodwill 1,378,317 Purchased intangible assets 1,880,245 Long-term deferred tax assets 49,466 Other assets 5,948 Total assets acquired 4,195,218 Liabilities assumed Accounts payable (55,686 ) Other current liabilities (119,152 ) Long-term line of credit (192,000 ) Deferred tax liabilities (74,334 ) Long-term income tax payable (174,380 ) Other long-term liabilities (106,688 ) Total liabilities assumed (722,240 ) Purchase price allocated $ 3,472,978 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Purchased Intangible Assets Weighted Average Useful Life April 4, 2016 (in years) (in thousands) Core/developed technology 11 $ 1,080,340 In-process technology — 140,200 Customer-related 6 629,200 Backlog 1 28,700 Other 5 1,805 Total purchased intangible assets $ 1,880,245 |
Business Acquisition, Pro Forma Information | The following unaudited pro-forma consolidated results of operations for the three months ended June 30, 2016 and 2015 assume the closing of the Atmel acquisition occurred as of April 1, 2015. The pro-forma adjustments are mainly comprised of acquired inventory fair value costs and amortization of purchased intangible assets. The pro-forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on April 1, 2015 or of results that may occur in the future (amounts in thousands except per share data): Three Months Ended June 30, 2016 June 30, 2015 Net sales $ 837,118 $ 796,122 Net income (loss) from continuing operations $ 8,401 $ (68,623 ) Basic net income (loss) per common share $ 0.04 $ (0.32 ) Diluted net income (loss) per common share $ 0.04 $ (0.32 ) |
Micrel Incorporated [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below represents the allocation of the purchase price, including adjustments to the purchase price allocation from the previously reported figures at March 31, 2016, to the net assets acquired based on their estimated fair values as of August 3, 2015, as well as the associated estimated useful lives of the acquired intangible assets at that date (amounts in thousands): Assets acquired Previously Reported March 31, 2016 Adjustments June 30, 2016 Cash and cash equivalents $ 99,196 $ — $ 99,196 Accounts receivable, net 14,096 — 14,096 Inventories 73,468 — 73,468 Prepaid expenses and other current assets 10,652 — 10,652 Property, plant and equipment, net 38,566 (75 ) 38,491 Goodwill 440,992 (14 ) 440,978 Purchased intangible assets 273,500 — 273,500 Other assets 4,268 — 4,268 Total assets acquired 954,738 (89 ) 954,649 Liabilities assumed Accounts payable (11,068 ) — (11,068 ) Other current liabilities (31,641 ) 89 (31,552 ) Deferred tax liabilities (88,035 ) — (88,035 ) Long-term income tax payable (7,637 ) — (7,637 ) Other long-term liabilities (127 ) — (127 ) Total liabilities assumed (138,508 ) 89 (138,419 ) Purchase price allocated $ 816,230 $ — $ 816,230 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Purchased Intangible Assets Weighted Average Useful Life August 3, 2015 (in years) (in thousands) Core/developed technology 10 $ 175,800 In-process technology — 21,000 Customer-related 5 71,100 Backlog 1 5,600 Total purchased intangible assets $ 273,500 |
Discontinued Operations and A36
Discontinued Operations and Assets Held for Sale (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The results of discontinued operations for the three months ended June 30, 2016 are as follows (amounts in thousands): Net sales $ 9,376 Cost of sales 8,424 Operating expenses 6,425 Income tax benefit (1,335 ) Net loss from discontinued operations $ (4,138 ) As of June 30, 2016, assets held for sale are comprised of the following (amounts in thousands): Accounts receivable, net $ 5,932 Inventories 4,966 Intangible assets 7,500 Total assets held for sale $ 18,398 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Net sales and gross profit for each segment | The following table represents net sales and gross profit for each segment for the three months ended June 30, 2016 (amounts in thousands): Three Months Ended June 30, 2016 Net Sales Gross Profit Semiconductor products $ 778,823 $ 327,902 Technology licensing 20,588 20,588 $ 799,411 $ 348,490 The following table represents net sales and gross profit for each segment for the three months ended June 30, 2015 (amounts in thousands): Three Months Ended June 30, 2015 Net Sales Gross Profit Semiconductor products $ 510,689 $ 285,754 Technology licensing 23,263 23,263 $ 533,952 $ 309,017 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Investments [Abstract] | |
Summary of available-for-sale securities | The following is a summary of available-for-sale securities at June 30, 2016 (amounts in thousands): Available-for-sale Securities Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Marketable equity securities $ 2,161 $ — $ (895 ) $ 1,266 The following is a summary of available-for-sale securities at March 31, 2016 (amounts in thousands): Available-for-sale Securities Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Government agency bonds $ 468,290 $ 439 $ (99 ) $ 468,630 Corporate bonds and debt 1,000 — — 1,000 Marketable equity securities 2,195 8 — 2,203 $ 471,485 $ 447 $ (99 ) $ 471,833 |
Summary of available-for-sale securities in a continuous unrealized loss position | The following tables show all investments in an unrealized loss position for which an other-than-temporary impairment has not been recognized and the related gross unrealized losses and fair value, aggregated by investment category and the length of time that the individual securities have been in a continuous unrealized loss position (amounts in thousands): June 30, 2016 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Marketable equity securities $ 1,266 $ (895 ) $ — $ — $ 1,266 $ (895 ) March 31, 2016 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Government agency bonds $ 148,562 $ (99 ) $ — $ — $ 148,562 $ (99 ) Corporate bonds and debt — — 1,000 — 1,000 — $ 148,562 $ (99 ) $ 1,000 $ — $ 149,562 $ (99 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets measured at fair value on a recurring basis at June 30, 2016 are as follows (amounts in thousands): Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Balance Assets Cash and cash equivalents: Money market mutual funds $ 147,618 $ — $ — $ 147,618 Deposit accounts — 452,908 — 452,908 Short-term investments: Marketable equity securities 1,266 — — 1,266 Total assets measured at fair value $ 148,884 $ 452,908 $ — $ 601,792 Assets measured at fair value on a recurring basis at March 31, 2016 are as follows (amounts in thousands): Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Balance Assets Cash and cash equivalents: Money market mutual funds $ 1,787,446 $ — $ — $ 1,787,446 Deposit accounts — 305,305 — 305,305 Short-term investments: Marketable equity securities 2,203 — — 2,203 Corporate bonds and debt — 1,000 — 1,000 Government agency bonds — 350,081 — 350,081 Long-term investments: Government agency bonds — 118,549 — 118,549 Total assets measured at fair value $ 1,789,649 $ 774,935 $ — $ 2,564,584 |
Fair Value of Financial Instr40
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Subordinated Convertible Debentures [Table Text Block] | The following table shows the carrying amounts and fair values of the Company’s senior and junior subordinated convertible debentures as of June 30, 2016 and March 31, 2016 (amounts in thousands). As of June 30, 2016 , the carrying amounts of the Company's senior and junior subordinated convertible debentures have been reduced by debt issuance costs of of $ 18.0 million and $ 2.3 million , respectively. As of March 31, 2016 , the carrying amounts of the Company's senior and junior subordinated convertible debentures have been reduced by debt issuance costs of $ 18.4 million and $ 2.4 million , respectively. June 30, 2016 March 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value 1.625% Senior Subordinated Convertible Debentures $ 1,227,444 $ 1,919,356 $ 1,216,313 $ 1,762,088 2.125% Junior Subordinated Convertible Debentures $ 195,315 $ 1,187,375 $ 193,936 $ 1,143,117 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Accounts Receivable, Net [Abstract] | |
Accounts Receivable Schedule | Accounts receivable consists of the following (amounts in thousands): June 30, 2016 March 31, 2016 Trade accounts receivable $ 433,766 $ 289,013 Other 4,135 3,710 Total accounts receivable, gross 437,901 292,723 Less allowance for doubtful accounts 2,390 2,540 Total accounts receivable, net $ 435,511 $ 290,183 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Components of inventories | The components of inventories consist of the following (amounts in thousands): June 30, 2016 March 31, 2016 Raw materials $ 14,971 $ 12,179 Work in process 346,506 208,283 Finished goods 156,954 86,353 Total inventories $ 518,431 $ 306,815 |
Property, Plant and Equipment43
Property, Plant and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consists of the following (amounts in thousands): June 30, 2016 March 31, 2016 Land $ 73,692 $ 63,907 Building and building improvements 498,860 458,379 Machinery and equipment 1,739,188 1,645,617 Projects in process 109,168 99,370 Total property, plant and equipment, gross 2,420,908 2,267,273 Less accumulated depreciation and amortization 1,688,092 1,657,877 Total property, plant and equipment, net $ 732,816 $ 609,396 |
Intangible Assets and Goodwil44
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets consist of the following (amounts in thousands): June 30, 2016 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 1,813,105 $ (301,019 ) $ 1,512,086 Customer-related 907,742 (229,241 ) 678,501 Trademarks and trade names 11,700 (8,088 ) 3,612 Backlog 28,700 (7,075 ) 21,625 In-process technology 185,566 — 185,566 Distribution rights 5,580 (5,313 ) 267 Other 1,805 (105 ) 1,700 Total $ 2,954,198 $ (550,841 ) $ 2,403,357 March 31, 2016 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 724,883 $ (255,460 ) $ 469,423 Customer-related 278,542 (200,331 ) 78,211 Trademarks and trade names 11,700 (7,571 ) 4,129 In-process technology 54,308 — 54,308 Distribution rights 5,580 (5,302 ) 278 Total $ 1,075,013 $ (468,664 ) $ 606,349 |
Projected Amortization Expense | The following is an expected amortization schedule for the intangible assets for the remainder of fiscal 2017 through fiscal 2021, absent any future acquisitions or impairment charges (amounts in thousands): Year ending March 31, Projected Amortization Expense 2017 $253,615 2018 445,471 2019 363,978 2020 314,257 2021 288,469 |
Goodwill Activity | Goodwill activity for the three months ended June 30, 2016 was as follows (amounts in thousands): Semiconductor Products Reporting Unit Technology Licensing Reporting Unit Balance at March 31, 2016 $ 993,452 $ 19,200 Additions due to the acquisition of Atmel 1,378,317 — Adjustments due to the acquisition of Micrel (14 ) — Balance at June 30, 2016 $ 2,371,755 $ 19,200 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Unrecognized Tax Benefits | The following tables summarize the activity related to the Company's gross unrecognized tax benefits for the three months ended June 30, 2016 and the year ended March 31, 2016 (amounts in thousands): Three Months Ended June 30, 2016 Beginning balance $ 220,669 Increases related to acquisitions 193,889 Decreases related to statute of limitation expirations (249 ) Increases related to current year tax positions 6,773 Decreases related to prior year tax positions (134 ) Ending Balance $ 420,948 Year Ended March 31, 2016 Beginning balance $ 170,654 Increases related to acquisitions 46,245 Decreases related to settlements with tax authorities (7,954 ) Decreases related to statute of limitation expirations (4,591 ) Increases related to current year tax positions 16,315 Ending Balance $ 220,669 |
Pension Plans (Tables)
Pension Plans (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | The aggregate net pension expense relating to these two plans are as follows (amounts in thousands): Three Months Ended June 30, 2016 Service costs $ 364 Interest costs 243 Amortization of actuarial loss 65 Settlements 231 Net pension period cost $ 903 |
Schedule of Changes in Projected Benefit Obligations | The change in projected benefit obligation and the accumulated benefit obligation, were as follows (amounts in thousands): June 30, 2016 Projected benefit obligation April 4, 2016 $ 40,313 Service cost 364 Interest cost 243 Settlements 231 Actuarial losses 9,808 Benefits paid (107 ) Foreign currency exchange rate changes (115 ) Projected benefit obligation at June 30, 2016 $ 50,737 Accumulated benefit obligation at June 30, 2016 44,552 |
Schedule of Assumptions Used | Actuarial assumptions used to determine benefit obligations for the plans were as follows: Assumed discount rate 1.05% - 1.31% Assumed compensation rate of increase 2.90% - 3.00% |
Schedule of Expected Benefit Payments | Future estimated expected benefit payments for the remainder of fiscal 2017 through 2026 are as follows (amounts in thousands): Fiscal Year Ending Expected Benefit Payments 2017 $ 352 2018 848 2019 885 2020 1,139 2021 1,685 2022 through 2026 8,465 $ 13,374 |
Comprehensive (Loss) Income (Ta
Comprehensive (Loss) Income (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in the components of accumulated other comprehensive (loss) income (AOCI) for the three months ended June 30, 2016 (amounts in thousands): Unrealized holding gains (losses) available-for-sale securities Defined benefit pension plans Foreign Currency Total Accumulated other comprehensive (loss) income at March 31, 2016 $ 348 $ 44 $ (3,749 ) $ (3,357 ) Other comprehensive loss before reclassifications (1,325 ) (6,805 ) (3,023 ) (11,153 ) Amounts reclassified from accumulated other comprehensive loss 82 — — 82 Net other comprehensive loss (1,243 ) (6,805 ) (3,023 ) (11,071 ) Accumulated other comprehensive loss at June 30, 2016 $ (895 ) $ (6,761 ) $ (6,772 ) $ (14,428 ) |
Reclassification out of Accumulated Other Comprehensive Income | The table below details where reclassifications of realized transactions out of AOCI are recorded on the condensed consolidated statements of operations (amounts in thousands): Three Months Ended June 30, Description of AOCI Component 2016 2015 Related Statement of Income Line Unrealized (losses) gains on available-for-sale securities $ (82 ) $ 13,959 Other income |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based compensation expense | The following table presents the details of the Company's share-based compensation expense (amounts in thousands): Three Months Ended June 30, 2016 2015 Cost of sales $ 7,897 (1) $ 1,657 (1) Research and development 17,517 7,098 Selling, general and administrative 34,165 5,357 Pre-tax effect of share-based compensation 59,579 14,112 Income tax benefit 20,888 3,532 Net income effect of share-based compensation $ 38,691 $ 10,580 |
Net (Loss) Income Per Common 49
Net (Loss) Income Per Common Share Attributable to Microchip Technology Stockholders (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted net (loss) income per common share from continuing operations attributable to Microchip Technology stockholders (in thousands, except per share amounts): Three Months Ended June 30, 2016 2015 Net (loss) income from continuing operations attributable to Microchip Technology $ (109,225 ) $ 130,667 Weighted average common shares outstanding 214,345 202,232 Dilutive effect of stock options and RSUs — 3,392 Dilutive effect of 2037 junior subordinated convertible debentures — 11,143 Weighted average common and potential common shares outstanding 214,345 216,767 Basic net (loss) income per common share from continuing operations attributable to Microchip Technology stockholders $ (0.51 ) $ 0.65 Diluted net (loss) income per common share from continuing operations attributable to Microchip Technology stockholders $ (0.51 ) $ 0.60 |
Recently Issued Accounting Pr50
Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | $ 89,987 | $ 79,393 |
Total assets | 7,358,756 | 5,537,883 |
Senior convertible debentures | 1,227,444 | 1,216,313 |
Junior convertible debentures | 195,315 | 193,936 |
Long-term line of credit | 1,913,745 | 1,043,156 |
Total liabilities and stockholders' equity | $ 7,358,756 | 5,537,883 |
As Reported | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | 109,025 | |
Total assets | 5,567,515 | |
Senior convertible debentures | 1,234,733 | |
Junior convertible debentures | 196,304 | |
Long-term line of credit | 1,052,000 | |
Total liabilities and stockholders' equity | 5,567,515 | |
Adjustments | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | (29,632) | |
Total assets | (29,632) | |
Senior convertible debentures | (18,420) | |
Junior convertible debentures | (2,368) | |
Long-term line of credit | (8,844) | |
Total liabilities and stockholders' equity | (29,632) | |
As Adjusted | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | 79,393 | |
Total assets | 5,537,883 | |
Senior convertible debentures | 1,216,313 | |
Junior convertible debentures | 193,936 | |
Long-term line of credit | 1,043,156 | |
Total liabilities and stockholders' equity | $ 5,537,883 |
Business Acquisitions (Narrativ
Business Acquisitions (Narrative) (Details) - USD ($) $ in Thousands, shares in Millions | Apr. 04, 2016 | Aug. 03, 2015 | Jun. 30, 2016 |
Atmel Corporation [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid for shares | $ 2,980,000 | ||
Shares issued as part of acquisition | 10.1 | ||
Transaction and other fees incurred in transaction | $ 14,900 | ||
Non cash consideration of certain share-based payment awards | 7,500 | ||
Total consideration transferred | 3,470,000 | ||
Payments to Acquire Businesses Portion Funded by Foreign Subsidiaries Cash Balances | 2,040,000 | ||
Payments to Acquire Businesses Portion Funded by Additional LIne of Credit Borrowings | 940,000 | ||
Net deferred tax liability for future amortization expense of acquired intangible assets | 163,500 | ||
Net deferred tax assets acquired in a business combination | $ 49,466 | ||
Revenue of acquiree included in statement of income since the acquisition date | $ 219,000 | ||
Net loss of acquiree included in statements of income since the acquisition date | $ 163,600 | ||
Micrel Incorporated [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid for shares | $ 430,000 | ||
Shares issued as part of acquisition | 8.6 | ||
Non cash consideration of certain share-based payment awards | $ 4,100 | ||
Cash paid in a business combination for employee vested stock awards | 13,100 | ||
Total consideration transferred | 816,200 | ||
Net deferred tax liability for future amortization expense of acquired intangible assets | 99,700 | ||
Net deferred tax assets acquired in a business combination | $ 11,400 |
Business Acquisitions (Schedule
Business Acquisitions (Schedule of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2016 | Apr. 04, 2016 | Mar. 31, 2016 | Aug. 03, 2015 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,390,955 | $ 1,012,652 | ||
Atmel Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 230,266 | |||
Accounts receivable | 135,427 | |||
Inventories | 333,208 | |||
Prepaid expenses and other current assets | 28,360 | |||
Assets held for sale | 24,394 | |||
Property, plant and equipment, net | 129,587 | |||
Goodwill | 1,378,317 | |||
Purchased intangible assets | 1,880,245 | |||
Long-term deferred tax assets | 49,466 | |||
Other assets | 5,948 | |||
Total assets acquired | 4,195,218 | |||
Accounts payable | (55,686) | |||
Other current liabilities | (119,152) | |||
Long-term line of credit | (192,000) | |||
Deferred tax liabilities | (74,334) | |||
Long-term income tax payable | (174,380) | |||
Other long-term liabilities | (106,688) | |||
Total liabilities assumed | (722,240) | |||
Purchase price allocated | $ 3,472,978 | |||
Micrel Incorporated [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 99,196 | 99,196 | ||
Accounts receivable | 14,096 | 14,096 | ||
Inventories | 73,468 | 73,468 | ||
Prepaid expenses and other current assets | 10,652 | 10,652 | ||
Property, plant and equipment, net | 38,491 | 38,566 | ||
Goodwill | 440,978 | 440,992 | ||
Purchased intangible assets | 273,500 | 273,500 | ||
Long-term deferred tax assets | $ 11,400 | |||
Other assets | 4,268 | 4,268 | ||
Total assets acquired | 954,649 | 954,738 | ||
Accounts payable | (11,068) | (11,068) | ||
Other current liabilities | (31,552) | (31,641) | ||
Deferred tax liabilities | (88,035) | (88,035) | ||
Long-term income tax payable | (7,637) | (7,637) | ||
Other long-term liabilities | (127) | (127) | ||
Total liabilities assumed | (138,419) | (138,508) | ||
Purchase price allocated | 816,230 | $ 816,230 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||
Property,plant and equipment, net | (75) | |||
Goodwill | (14) | |||
Total assets acquired | (89) | |||
Other current liabilities | 89 | |||
Total liabilities assumed | $ 89 |
Business Acquisitions (Schedu53
Business Acquisitions (Schedule of Purchased Intangible Assets) (Details) - USD ($) $ in Thousands | Apr. 04, 2016 | Aug. 03, 2015 | Jun. 30, 2016 |
Atmel Corporation [Member] | |||
Business Acquisition [Line Items] | |||
Purchased Intangible Assets | $ 1,880,245 | ||
Atmel Corporation [Member] | Core/developed technology | |||
Business Acquisition [Line Items] | |||
Useful Life | 11 years | 11 years | |
Purchased Intangible Assets | $ 1,080,340 | $ 1,080,300 | |
Atmel Corporation [Member] | In-process technology | |||
Business Acquisition [Line Items] | |||
Purchased Intangible Assets | $ 140,200 | $ 140,200 | |
Atmel Corporation [Member] | Customer-related | |||
Business Acquisition [Line Items] | |||
Useful Life | 6 years | 6 years | |
Purchased Intangible Assets | $ 629,200 | $ 629,200 | |
Atmel Corporation [Member] | Backlog | |||
Business Acquisition [Line Items] | |||
Useful Life | 1 year | 1 year | |
Purchased Intangible Assets | $ 28,700 | $ 28,700 | |
Atmel Corporation [Member] | Other | |||
Business Acquisition [Line Items] | |||
Useful Life | 5 years | 5 years | |
Purchased Intangible Assets | $ 1,805 | $ 1,800 | |
Micrel Incorporated [Member] | |||
Business Acquisition [Line Items] | |||
Purchased Intangible Assets | $ 273,500 | ||
Micrel Incorporated [Member] | Core/developed technology | |||
Business Acquisition [Line Items] | |||
Useful Life | 10 years | ||
Purchased Intangible Assets | $ 175,800 | ||
Micrel Incorporated [Member] | In-process technology | |||
Business Acquisition [Line Items] | |||
Purchased Intangible Assets | $ 21,000 | ||
Micrel Incorporated [Member] | Customer-related | |||
Business Acquisition [Line Items] | |||
Useful Life | 5 years | ||
Purchased Intangible Assets | $ 71,100 | ||
Micrel Incorporated [Member] | Backlog | |||
Business Acquisition [Line Items] | |||
Useful Life | 1 year | ||
Purchased Intangible Assets | $ 5,600 |
Business Acquisitions (Schedu54
Business Acquisitions (Schedule of Proforma Results) (Details) - Atmel Corporation [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | ||
Net sales | $ 837,118 | $ 796,122 |
Net income (loss) from continuing operations | $ 8,401 | $ (68,623) |
Basic net income (loss) per common share | $ 0.04 | $ (0.32) |
Diluted net income (loss) per common share | $ 0.04 | $ (0.32) |
DIscontinued Operations and A55
DIscontinued Operations and Assets Held for Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Net sales | $ 9,376 | ||
Cost of sales | 8,424 | ||
Operating expenses | 6,425 | ||
Income tax benefit | (1,335) | $ 0 | |
Net loss from discontinued operations | (4,138) | $ 0 | |
Disposal Group, Including Discontinued Operation, Classified Balance Sheet Disclosures [Abstract] | |||
Accounts receivable, net | 5,932 | ||
Inventories | 4,966 | ||
Intangible assets | 7,500 | ||
Assets held for sale | $ 18,398 | $ 0 |
Special Charges (Details)
Special Charges (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Unusual or Infrequent Item [Line Items] | ||
Cash payment for special charges | $ 17 | |
Unusual or Infrequent Item [Member] | ||
Unusual or Infrequent Item [Line Items] | ||
Other Nonrecurring Expense | $ 22 | $ 1.6 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Segment reporting information [Line Items] | ||
Net Sales | $ 799,411 | $ 533,952 |
Gross Profit | 348,490 | 309,017 |
Semiconductor products | ||
Segment reporting information [Line Items] | ||
Net Sales | 778,823 | 510,689 |
Gross Profit | 327,902 | 285,754 |
Technology licensing | ||
Segment reporting information [Line Items] | ||
Net Sales | 20,588 | 23,263 |
Gross Profit | $ 20,588 | $ 23,263 |
Investments Summary of Availabl
Investments Summary of Available for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Summary of available-for-sale securities [Line Items] | ||
Available-for-sale, adjusted cost | $ 471,485 | |
Available-for-sale, gross unrealized gain | 447 | |
Available-for-sale, gross unrealized loss | (99) | |
Available-for-sale, estimated fair value | 471,833 | |
Government agency bonds | ||
Summary of available-for-sale securities [Line Items] | ||
Available-for-sale, adjusted cost | 468,290 | |
Available-for-sale, gross unrealized gain | 439 | |
Available-for-sale, gross unrealized loss | (99) | |
Available-for-sale, estimated fair value | 468,630 | |
Corporate bonds and debt | ||
Summary of available-for-sale securities [Line Items] | ||
Available-for-sale, adjusted cost | 1,000 | |
Available-for-sale, gross unrealized gain | 0 | |
Available-for-sale, gross unrealized loss | 0 | |
Available-for-sale, estimated fair value | 1,000 | |
Marketable equity securities | ||
Summary of available-for-sale securities [Line Items] | ||
Available-for-sale, adjusted cost | $ 2,161 | 2,195 |
Available-for-sale, gross unrealized gain | 0 | 8 |
Available-for-sale, gross unrealized loss | (895) | 0 |
Available-for-sale, estimated fair value | $ 1,266 | $ 2,203 |
Investments AFS (Details)
Investments AFS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Amount of short-term investments | $ 1,266 | $ 353,284 | |
Amount of long-term investments | 0 | 118,549 | |
Proceeds for sale of available-for-sale securities | 470,600 | $ 89,200 | |
Realized gain on available-for-sale securities | (82) | $ 13,959 | |
Available-for-sale securities | 471,833 | ||
Corporate bonds and debt | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale securities | 1,000 | ||
Marketable equity securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale securities | $ 1,266 | $ 2,203 |
Investments AFS, Continuous Unr
Investments AFS, Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Fair value of available-for-sale securities in a continuous unrealized loss position, less than twelve months | $ 148,562 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, less than twelve months | (99) | |
Fair value of available-for-sale securities in a continuous unrealized loss position, greater than twelve months | 1,000 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, greater than twelve months | 0 | |
Fair value of available-for-sale securities in a continuous unrealized loss position | 149,562 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position | (99) | |
Marketable equity securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair value of available-for-sale securities in a continuous unrealized loss position, less than twelve months | $ 1,266 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, less than twelve months | (895) | |
Fair value of available-for-sale securities in a continuous unrealized loss position, greater than twelve months | 0 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, greater than twelve months | 0 | |
Fair value of available-for-sale securities in a continuous unrealized loss position | 1,266 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position | $ (895) | |
Government agency bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair value of available-for-sale securities in a continuous unrealized loss position, less than twelve months | 148,562 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, less than twelve months | (99) | |
Fair value of available-for-sale securities in a continuous unrealized loss position, greater than twelve months | 0 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, greater than twelve months | 0 | |
Fair value of available-for-sale securities in a continuous unrealized loss position | 148,562 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position | (99) | |
Corporate bonds and debt | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Fair value of available-for-sale securities in a continuous unrealized loss position, less than twelve months | 0 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, less than twelve months | 0 | |
Fair value of available-for-sale securities in a continuous unrealized loss position, greater than twelve months | 1,000 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, greater than twelve months | 0 | |
Fair value of available-for-sale securities in a continuous unrealized loss position | 1,000 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position | $ 0 |
Fair Value Measurements, Measur
Fair Value Measurements, Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | $ 471,833 | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | $ 601,792 | 2,564,584 |
Marketable equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 1,266 | 2,203 |
Corporate bonds and debt | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 1,000 | |
Government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 468,630 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 148,884 | 1,789,649 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 452,908 | 774,935 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Cash Equivalents [Member] | Money market mutual funds [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents | 147,618 | 1,787,446 |
Cash Equivalents [Member] | Deposit accounts [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents | 452,908 | 305,305 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | Money market mutual funds [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents | 147,618 | 1,787,446 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | Deposit accounts [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | Money market mutual funds [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | Deposit accounts [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents | 452,908 | 305,305 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | Money market mutual funds [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | Deposit accounts [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Short-term Investments [Member] | Marketable equity securities | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 1,266 | 2,203 |
Short-term Investments [Member] | Corporate bonds and debt | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 1,000 | |
Short-term Investments [Member] | Government agency bonds | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 350,081 | |
Short-term Investments [Member] | Fair Value, Inputs, Level 1 [Member] | Marketable equity securities | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 1,266 | 2,203 |
Short-term Investments [Member] | Fair Value, Inputs, Level 1 [Member] | Corporate bonds and debt | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 0 | |
Short-term Investments [Member] | Fair Value, Inputs, Level 1 [Member] | Government agency bonds | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 0 | |
Short-term Investments [Member] | Fair Value, Inputs, Level 2 [Member] | Marketable equity securities | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 0 | 0 |
Short-term Investments [Member] | Fair Value, Inputs, Level 2 [Member] | Corporate bonds and debt | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 1,000 | |
Short-term Investments [Member] | Fair Value, Inputs, Level 2 [Member] | Government agency bonds | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 350,081 | |
Short-term Investments [Member] | Fair Value, Inputs, Level 3 [Member] | Marketable equity securities | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | $ 0 | 0 |
Short-term Investments [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate bonds and debt | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 0 | |
Short-term Investments [Member] | Fair Value, Inputs, Level 3 [Member] | Government agency bonds | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 0 | |
Other Long-term Investments [Member] | Government agency bonds | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 118,549 | |
Other Long-term Investments [Member] | Fair Value, Inputs, Level 1 [Member] | Government agency bonds | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 0 | |
Other Long-term Investments [Member] | Fair Value, Inputs, Level 2 [Member] | Government agency bonds | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | 118,549 | |
Other Long-term Investments [Member] | Fair Value, Inputs, Level 3 [Member] | Government agency bonds | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale, estimated fair value | $ 0 |
Fair Value of Financial Instr62
Fair Value of Financial Instruments (Schedule of carrying amounts and fair values) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Senior Subordinated Convertible Debenture Due 2025 [Member] | Estimate of Fair Value [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Disclosure for Subordinated Convertible Debentures | $ 1,919,356 | $ 1,762,088 |
Senior Subordinated Convertible Debenture Due 2025 [Member] | Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Disclosure for Subordinated Convertible Debentures | 1,227,444 | 1,216,313 |
Junior Subordinated Convertible Debentures Due 2037 | Estimate of Fair Value [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Disclosure for Subordinated Convertible Debentures | 1,187,375 | 1,143,117 |
Junior Subordinated Convertible Debentures Due 2037 | Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Disclosure for Subordinated Convertible Debentures | $ 195,315 | $ 193,936 |
Fair Value of Financial Instr63
Fair Value of Financial Instruments (Narrative details) (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Mar. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Issuance Costs | $ 8.3 | $ 8.8 |
Senior Subordinated Convertible Debenture Due 2025 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Issuance Costs | 18 | 18.4 |
Junior Subordinated Convertible Debentures Due 2037 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Issuance Costs | $ 2.3 | $ 2.4 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivable amounts | $ 437,901 | $ 292,723 |
Less allowance for doubtful accounts | 2,390 | 2,540 |
Accounts receivable, net | 435,511 | 290,183 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivable amounts | 433,766 | 289,013 |
Other Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivable amounts | $ 4,135 | $ 3,710 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Inventory [Line Items] | ||
Raw materials | $ 14,971 | $ 12,179 |
Work in process | 346,506 | 208,283 |
Finished goods | 156,954 | 86,353 |
Inventory, Net | 518,431 | $ 306,815 |
Atmel Corporation [Member] | ||
Inventory [Line Items] | ||
Acquired inventory fair value adjustment, remaining balance | $ 80,900 |
Property, Plant and Equipment66
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, gross | $ 2,420,908 | $ 2,267,273 | |
Less accumulated depreciation and amortization | 1,688,092 | 1,657,877 | |
Property, plant and equipment, net | 732,816 | 609,396 | |
Depreciation expense | 30,600 | $ 24,700 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, gross | 73,692 | 63,907 | |
Buildings and building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, gross | 498,860 | 458,379 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, gross | 1,739,188 | 1,645,617 | |
Projects in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, gross | $ 109,168 | $ 99,370 |
Intangible Assets, by Major Cla
Intangible Assets, by Major Class (Details) - USD ($) $ in Thousands | Apr. 04, 2016 | Aug. 03, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 |
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Gross Amount | $ 2,954,198 | $ 1,075,013 | |||
Accumulated Amortization | (550,841) | (468,664) | |||
Net Amount | 2,403,357 | 606,349 | |||
In-process technology reaching technological feasibility and reclassified | 8,900 | ||||
Amortization of Intangible Assets | 82,500 | $ 35,700 | |||
Impairment of Intangible Assets | 1,984 | 0 | |||
Projected Amortization Expense | |||||
Future Amortization Expense, Remainder of Fiscal Year | 253,615 | ||||
Future Amortization Expense, Year Two | 445,471 | ||||
Future Amortization Expense, Year Three | 363,978 | ||||
Future Amortization Expense, Year Four | 314,257 | ||||
Future Amortization Expense, Year Five | 288,469 | ||||
Core and developed technology [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Gross Amount | 1,813,105 | 724,883 | |||
Accumulated Amortization | (301,019) | (255,460) | |||
Net Amount | 1,512,086 | 469,423 | |||
Customer-related [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Gross Amount | 907,742 | 278,542 | |||
Accumulated Amortization | (229,241) | (200,331) | |||
Net Amount | 678,501 | 78,211 | |||
Trademarks and trade names [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Gross Amount | 11,700 | 11,700 | |||
Accumulated Amortization | (8,088) | (7,571) | |||
Net Amount | 3,612 | 4,129 | |||
Backlog [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Gross Amount | 28,700 | ||||
Accumulated Amortization | (7,075) | ||||
Net Amount | 21,625 | ||||
In-process technology [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Gross Amount | 185,566 | 54,308 | |||
Accumulated Amortization | 0 | 0 | |||
Net Amount | 185,566 | 54,308 | |||
Distribution rights [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Gross Amount | 5,580 | 5,580 | |||
Accumulated Amortization | (5,313) | (5,302) | |||
Net Amount | 267 | $ 278 | |||
Other Intangible Assets [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Gross Amount | 1,805 | ||||
Accumulated Amortization | (105) | ||||
Net Amount | $ 1,700 | ||||
Minimum [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Useful Life | 1 year | ||||
Minimum expected useful life of finite lived intangible assets (in years) | 1 year | ||||
Maximum [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Useful Life | 15 years | ||||
Minimum expected useful life of finite lived intangible assets (in years) | 15 years | ||||
Atmel Corporation [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Purchased Intangible Assets | $ 1,880,245 | ||||
Atmel Corporation [Member] | Core and developed technology [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Purchased Intangible Assets | $ 1,080,340 | $ 1,080,300 | |||
Useful Life | 11 years | 11 years | |||
Minimum expected useful life of finite lived intangible assets (in years) | 11 years | 11 years | |||
Atmel Corporation [Member] | Customer-related [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Purchased Intangible Assets | $ 629,200 | $ 629,200 | |||
Useful Life | 6 years | 6 years | |||
Minimum expected useful life of finite lived intangible assets (in years) | 6 years | 6 years | |||
Atmel Corporation [Member] | Backlog [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Purchased Intangible Assets | $ 28,700 | $ 28,700 | |||
Useful Life | 1 year | 1 year | |||
Minimum expected useful life of finite lived intangible assets (in years) | 1 year | 1 year | |||
Atmel Corporation [Member] | In-process technology [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Purchased Intangible Assets | $ 140,200 | $ 140,200 | |||
Atmel Corporation [Member] | Other Intangible Assets [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Purchased Intangible Assets | $ 1,805 | $ 1,800 | |||
Useful Life | 5 years | 5 years | |||
Minimum expected useful life of finite lived intangible assets (in years) | 5 years | 5 years | |||
Micrel Incorporated [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Purchased Intangible Assets | $ 273,500 | ||||
Micrel Incorporated [Member] | Core and developed technology [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Purchased Intangible Assets | $ 175,800 | ||||
Useful Life | 10 years | ||||
Minimum expected useful life of finite lived intangible assets (in years) | 10 years | ||||
Micrel Incorporated [Member] | Customer-related [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Purchased Intangible Assets | $ 71,100 | ||||
Useful Life | 5 years | ||||
Minimum expected useful life of finite lived intangible assets (in years) | 5 years | ||||
Micrel Incorporated [Member] | Backlog [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Purchased Intangible Assets | $ 5,600 | ||||
Useful Life | 1 year | ||||
Minimum expected useful life of finite lived intangible assets (in years) | 1 year | ||||
Micrel Incorporated [Member] | In-process technology [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Purchased Intangible Assets | $ 21,000 | ||||
Cost of Sales | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Amortization of Intangible Assets | $ 900 | 900 | |||
Operating Expense [Member] | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Amortization of Intangible Assets | $ 81,600 | $ 34,800 |
Goodwill by Reporting Segment (
Goodwill by Reporting Segment (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 1,012,652 |
Goodwill, ending balance | 2,390,955 |
Micrel Incorporated [Member] | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 440,992 |
Goodwill, ending balance | 440,978 |
Semiconductor products | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 993,452 |
Goodwill, ending balance | 2,371,755 |
Semiconductor products | Atmel Corporation [Member] | |
Goodwill [Roll Forward] | |
Additions due to business combination | 1,378,317 |
Semiconductor products | Micrel Incorporated [Member] | |
Goodwill [Roll Forward] | |
Adjustments due to purchase accounting adjustments | (14) |
Technology licensing | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 19,200 |
Goodwill, ending balance | 19,200 |
Technology licensing | Atmel Corporation [Member] | |
Goodwill [Roll Forward] | |
Additions due to business combination | 0 |
Technology licensing | Micrel Incorporated [Member] | |
Goodwill [Roll Forward] | |
Adjustments due to purchase accounting adjustments | $ 0 |
Income Tax (Narrative) (Details
Income Tax (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Effective Income Tax Rate (Benefit) | 20.40% | (9.10%) | |
Unrecognized tax benefits, related to deficiency interest on positions | $ 12.2 | $ 2.4 | |
Increase in potential payment of interest on uncertain tax positions due to acquisitions | 9.3 | ||
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 53.2 | $ 27.6 | |
The increase in accrued penalties related to uncertain tax positions due to acquisitions | $ 25.6 |
Income Taxes (Schedule of Unrec
Income Taxes (Schedule of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Income Tax Contingency [Line Items] | ||
Unrecognized Tax Benefits, Beginning Balance | $ 220,669 | $ 170,654 |
Increases related to acquisitions | 193,889 | 46,245 |
Decreases related to settlements with tax authorities | (7,954) | |
Decreases related to statute of limitation expirations | (249) | (4,591) |
Increases related to current year tax positions | 6,773 | 16,315 |
Decreases related to prior year tax positions | (134) | |
Unrecognized Tax Benefits, Ending Balance | $ 420,948 | $ 220,669 |
1.625% Senior Subordinated Co71
1.625% Senior Subordinated Convertible Debentures (Details) | 3 Months Ended | ||
Jun. 30, 2016USD ($)$ / shares | Jun. 30, 2015USD ($) | Mar. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||
Amortization of debt discount on convertible debentures | $ 12,106,000 | $ 11,772,000 | |
Senior Subordinated Convertible Debenture Due 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount of senior subordinated convertible debentures | $ 1,725,000,000 | ||
Interest rate of senior subordinated convertible debentures | 1.625% | ||
Due date of senior subordinated convertible debentures | Feb. 15, 2025 | ||
Conversion rate, in shares, of senior subordinated convertible debt (in shares per $1,000) | 14.5654 | ||
Principal amount of senior subordinated convertible debentures used as conversion unit | $ 1,000 | ||
Convertible Debt Instrument Initial Conversion Price Per Share | $ / shares | $ 68.66 | ||
Debt Instrument, Convertible, Conversion Ratio | 15.2530 | ||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 65.56 | ||
Debt instrument, Convertible, Conversion Ratio Increase Option, Initial Ratio at Issuance | 7.2827 | ||
Debt Instrument, Convertible, Conversion Ratio Increase Option, Adjusted for Dividends | 7.6265 | ||
Debt Instrument, Convertible, Conversion Ratio Maximum Conversion Rate including increase Option | 20.3915 | ||
Debt Instrument, Convertible, Conversion Ratio Maximum Conversion Rate including increase option, adjusted for dividends paid | 21.3542 | ||
Proceeds from issuance of senior subordinated convertible debentures, net of issuance costs | $ 1,694,700,000 | ||
Senior subordinated convertible debenture debt issuance costs | 30,300,000 | ||
Debt portion of convertible debt issuance costs | 20,400,000 | ||
Equity portion of convertible debt issuance costs | 9,900,000 | ||
Carrying value of equity component of the senior subordinated convertible debentures that were bifurcated into a liability and equity component | 564,900,000 | $ 564,900,000 | |
Estimated fair value of the liability component of the senior subordinated convertible debentures as of the issuance date | 1,160,100,000 | ||
Debt discount of estimated fair value of liability component of senior subordinated convertible debentures at the issuance date | 564,900,000 | ||
Amount of unamortized debt discount of debentures | $ 479,600,000 | $ 490,300,000 | |
Remaining period, in years, over which unamortized debt discount will be recognized as non-cash interest expense (in years) | 8 years 7 months 15 days | ||
Amortization of debt discount on convertible debentures | $ 10,700,000 | $ 10,500,000 | |
Recognized amount of interest expense related to coupon on senior subordinated convertible debentures | $ 7,000,000 | ||
Effective interest rate of senior convertible debentures | 5.90% |
2.125% Junior subordinated co72
2.125% Junior subordinated convertible debentures (Details) | 3 Months Ended | ||
Jun. 30, 2016USD ($)$ / shares | Jun. 30, 2015USD ($) | Mar. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||
Amortization of Debt Discount (Premium) | $ 12,106,000 | $ 11,772,000 | |
Junior Subordinated Convertible Debentures Due 2037 | |||
Debt Instrument [Line Items] | |||
Principal amount of junior subordinated convertible debentures | $ 575,000,000 | ||
Interest rate of junior subordinated convertible debentures | 2.125% | ||
Due date of junior subordinated convertible debentures | Dec. 15, 2037 | ||
Conversion rate, in shares, of junior subordinated convertible debt (in shares per $1,000) | 29.2783 | ||
Principal amount of junior subordinated convertible debentures used as conversion unit | $ 1,000 | ||
Convertible Debt Instrument Initial Conversion Price Per Share | $ / shares | $ 34.16 | ||
Debt Instrument, Convertible, Conversion Ratio | 41.4433 | ||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 24.13 | ||
Debt Instrument, Convertible, If-converted Value in Excess of Principal | $ 634,600,000 | ||
Long-term Debt, Contingent Payment of Interest, Percentage | 0.50% | ||
Carrying value of equity component of the debentures that were bifurcated into a liability and equity component | $ 411,200,000 | $ 411,200,000 | |
Estimated fair value of liability component of debentures at issuance date | 163,800,000 | ||
Debt discount of estimated fair value of liability component of debentures | 411,200,000 | ||
Amount of unamortized debt discount of debentures | $ 376,900,000 | $ 378,300,000 | |
Remaining period, in years, over which unamortized debt discount will be recognized as non-cash interest expense (in years) | 21 years 5 months 15 days | ||
Amortization of Debt Discount (Premium) | $ 1,400,000 | $ 1,300,000 | |
Recognized amount of interest expense related to debentures | $ 3,100,000 | ||
Effective interest rate of junior subordinated convertible debentures | 9.10% | ||
Minimum [Member] | Junior Subordinated Convertible Debentures Due 2037 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Contingent Payment of Interest, Percentage | 0.25% | ||
Debt Instrument, Convertible, Trading Price | $ / shares | $ 400 | ||
Maximum [Member] | Junior Subordinated Convertible Debentures Due 2037 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Contingent Payment of Interest, Percentage | 0.50% | ||
Debt Instrument, Convertible, Trading Price | $ / shares | $ 1,500 |
Credit facility (Details)
Credit facility (Details) | 3 Months Ended | ||||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2016USD ($) | Feb. 04, 2015USD ($) | Jun. 27, 2013USD ($) | |
Line of Credit Facility [Line Items] | |||||
Debt Issuance Costs | $ 8,300,000 | $ 8,800,000 | |||
Interest expense | 34,416,000 | $ 24,052,000 | |||
Credit Agreement Maturity June 27, 2018 [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement maximum borrowing amount | $ 2,000,000,000 | ||||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement maximum borrowing amount | $ 2,555,000,000 | ||||
Increase option amount | $ 249,400,000 | $ 300,000,000 | |||
Interest expense | $ 11,600,000 | $ 3,600,000 | |||
Short-term Debt, Weighted Average Interest Rate | 1.95% | ||||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 [Member] | Revolving credit facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Amount of credit agreement borrowings outstanding | $ 1,922,000,000 | $ 1,052,000,000 | |||
Period for leverage ratio to determine interest rate spread | preceding four fiscal quarters | ||||
Interest rate spread on overdue principal in event of default (percentage) | 2.00% | ||||
Interest rate spread on overdue amounts in event of default (percentage) | 2.00% | ||||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 [Member] | Revolving credit facility [Member] | Debt Instrument Interest Rate Option1 [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Description of Variable Rate Basis | the highest of JPMorgan Chase Bank, N.A.'s prime rate, the federal funds rate plus a margin equal to 0.50% and the adjusted LIBOR rate for a 1-month interest period plus a margin equal to 1.00% | ||||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 [Member] | Revolving credit facility [Member] | Debt Instrument Interest Rate Option1 [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate (percentage) | 0.25% | ||||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 [Member] | Revolving credit facility [Member] | Debt Instrument Interest Rate Option1 [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate (percentage) | 1.25% | ||||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 [Member] | Revolving credit facility [Member] | Debt Instrument Interest Rate Option 2 [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Description of Variable Rate Basis | adjusted LIBOR rate (based on one, two, three, or six-month interest periods) | ||||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 [Member] | Revolving credit facility [Member] | Debt Instrument Interest Rate Option 2 [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate (percentage) | 1.25% | ||||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 [Member] | Revolving credit facility [Member] | Debt Instrument Interest Rate Option 2 [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate (percentage) | 2.25% | ||||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 [Member] | Foreign Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement maximum borrowing amount | $ 125,000,000 | ||||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 [Member] | Standby Letters of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement maximum borrowing amount | 25,000,000 | ||||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 [Member] | Line of Credit Facility Swingline Loan Sublimit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement maximum borrowing amount | $ 25,000,000 | ||||
December 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 [Member] | Revolving credit facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement maximum borrowing amount | $ 2,774,000,000 | ||||
Increase option amount | 219,000,000 | ||||
Remaining Increase Option Amount | $ 30,400,000 | ||||
Credit Agreement, Total Leverage Ratio, Temporary Maximum Allowed, First Four Quarters | 5 | ||||
Credit Agreement, Total Leverage Ratio, Temporary Maximum Allowed, Next Three Quarters | 4.75 | ||||
Credit Agreement, Total Leverage Ratio, Maximum | 4.50 |
Pension Plans (Schedule of Net
Pension Plans (Schedule of Net Pension Expense) (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2016USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Service costs | $ 364 |
Interest costs | 243 |
Amortization of actuarial loss | 65 |
Settlements | 231 |
Net pension period cost | $ 903 |
Pension Plans (Schedule of Chan
Pension Plans (Schedule of Change in Projected Benefit Obligation) (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2016USD ($) | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |
Projected benefit obligation April 4, 2016 | $ 40,313 |
Service costs | 364 |
Interest costs | 243 |
Settlements | 231 |
Actuarial losses | 9,808 |
Benefits paid | (107) |
Foreign currency exchange rate changes | (115) |
Projected benefit obligation at June 30, 2016 | 50,737 |
Accumulated benefit obligation at June 30, 2016 | $ 44,552 |
Pension Plans (Schedule of Actu
Pension Plans (Schedule of Actuarial Assumptions) (Details) | 3 Months Ended |
Jun. 30, 2016 | |
Minimum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Assumed discount rate | 1.05% |
Assumed compensation rate of increase | 2.90% |
Maximum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Assumed discount rate | 1.31% |
Assumed compensation rate of increase | 3.00% |
Pension Plans (Schedule of Esti
Pension Plans (Schedule of Estimated Expected Benefit Payments) (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,017 | $ 352 |
2,018 | 848 |
2,019 | 885 |
2,020 | 1,139 |
2,021 | 1,685 |
2022 through 2026 | 8,465 |
Total | $ 13,374 |
Pension Plans (Narrative) (Deta
Pension Plans (Narrative) (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2016USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Actuarial losses due to decline in discount rates | $ 10,500 |
Actuarial gain due to settlements | 700 |
Expected periodic pension cost in current fiscal year | 2,900 |
Cash funding for benefits paid | 107 |
Defined benefit pension plan liabilities, current | 700 |
Defined benefit pension plan, liabilities, noncurrent | 50,000 |
Defined benefit plan expected contributions in current fiscal year | $ 500 |
Contingencies (Details)
Contingencies (Details) $ in Millions | Jun. 30, 2016USD ($) |
Loss Contingencies [Line Items] | |
Loss contingencies, estimate of possible loss | $ 100 |
Indemnification Agreement [Member] | |
Loss Contingencies [Line Items] | |
Loss contingencies, estimate of possible loss | $ 147 |
Derivative Instruments Foreign
Derivative Instruments Foreign Currency Exchange Rate Risk (Details) | 3 Months Ended |
Jun. 30, 2016 | |
Derivative [Line Items] | |
Percentage Of Company Sales Denominated In Us Dollars | 96.00% |
Comprehensive (Loss) Income (Sc
Comprehensive (Loss) Income (Schedule of Changes in the Components of AOCI) (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2016USD ($) | |
Changes in the components of AOCI | |
Accumulated other comprehensive income (loss) at March 31, 2016 | $ 2,150,919 |
Accumulated other comprehensive loss at June 30, 2016 | 2,532,549 |
AOCI Attributable to Parent [Member] | |
Changes in the components of AOCI | |
Accumulated other comprehensive income (loss) at March 31, 2016 | (3,357) |
Other comprehensive loss before reclassifications | (11,153) |
Amounts reclassified from accumulated other comprehensive loss | 82 |
Other comprehensive loss attributable to Microchip Technology | (11,071) |
Accumulated other comprehensive loss at June 30, 2016 | (14,428) |
Unrealized holding gains (losses) on available-for-sale securities | |
Changes in the components of AOCI | |
Accumulated other comprehensive income (loss) at March 31, 2016 | 348 |
Other comprehensive loss before reclassifications | (1,325) |
Amounts reclassified from accumulated other comprehensive loss | 82 |
Other comprehensive loss attributable to Microchip Technology | (1,243) |
Accumulated other comprehensive loss at June 30, 2016 | (895) |
Minimum pension liability | |
Changes in the components of AOCI | |
Accumulated other comprehensive income (loss) at March 31, 2016 | 44 |
Other comprehensive loss before reclassifications | (6,805) |
Amounts reclassified from accumulated other comprehensive loss | 0 |
Other comprehensive loss attributable to Microchip Technology | (6,805) |
Accumulated other comprehensive loss at June 30, 2016 | (6,761) |
Foreign Currency | |
Changes in the components of AOCI | |
Accumulated other comprehensive income (loss) at March 31, 2016 | (3,749) |
Other comprehensive loss before reclassifications | (3,023) |
Amounts reclassified from accumulated other comprehensive loss | 0 |
Other comprehensive loss attributable to Microchip Technology | (3,023) |
Accumulated other comprehensive loss at June 30, 2016 | $ (6,772) |
Comprehensive (Loss) Income (82
Comprehensive (Loss) Income (Schedule of Reclassifications of Recognized Transactions out of AOCI) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Other Nonoperating Income (Expense) | $ 2,010 | $ 16,947 |
Income Tax Expense | (18,478) | 10,895 |
Net (loss) income from continuing operations attributable to Microchip Technology | (113,363) | 130,667 |
Accumulated Net Unrealized Investment Gain (Loss) [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Other Nonoperating Income (Expense) | $ (82) | $ 13,959 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | Apr. 04, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock-based compensation expense [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 59,579 | $ 14,112 | ||
Share-based Compensation Expense Previously Capitalized | [1] | 3,700 | ||
Income tax benefit | 20,888 | 3,532 | ||
Net income effect of share-based compensation | 38,691 | 10,580 | ||
Inventory | ||||
Stock-based compensation expense [Line Items] | ||||
Amount of share-based compensation expense capitalized to inventory | 2,800 | 1,800 | ||
Cost of Sales | ||||
Stock-based compensation expense [Line Items] | ||||
Allocated Share-based Compensation Expense | [1] | 7,897 | 1,657 | |
Research and development | ||||
Stock-based compensation expense [Line Items] | ||||
Allocated Share-based Compensation Expense | 17,517 | 7,098 | ||
Selling, General and Administrative | ||||
Stock-based compensation expense [Line Items] | ||||
Allocated Share-based Compensation Expense | 34,165 | $ 5,357 | ||
Atmel Corporation [Member] | ||||
Stock-based compensation expense [Line Items] | ||||
Allocated Share-based Compensation Expense | [1] | 43,200 | ||
Business Combination Fair Value of Assumed Awards at Acquisition Date | $ 95,900 | |||
Non cash consideration of certain share-based payment awards | 7,500 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 88,400 | |||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | 37,100 | |||
Atmel Corporation [Member] | Cost of Sales | ||||
Stock-based compensation expense [Line Items] | ||||
Allocated Share-based Compensation Expense | [1] | $ 4,200 | ||
[1] | During the three months ended June 30, 2016, $2.8 million of share-based compensation expense was capitalized to inventory. The amount of share-based compensation included in cost of sales during the three months ended June 30, 2016, included $3.7 million of previously capitalized share-based compensation expense in inventory that was sold and $4.2 million of share-based compensation expense related to the Company's acquisition of Atmel that was not previously capitalized to inventory. During the three months ended June 30, 2015, $1.8 million of share-based compensation expense was capitalized to inventory and $1.7 million of previously capitalized share-based compensation expense in inventory was sold. |
Net (Loss) Income Per Common 84
Net (Loss) Income Per Common Share Attributable to Microchip Technology Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Income (Loss) from Continuing Operations Attributable to Parent | $ (109,225) | $ 130,667 |
Weighted average common shares outstanding | 214,345,000 | 202,232,000 |
Dilutive effect of stock options and RSUs | 0 | 3,392,000 |
Dilutive effect of 2037 junior subordinated convertible debentures | 0 | 11,142,772 |
Weighted average common and potential common shares outstanding | 214,345,000 | 216,767,000 |
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.51) | $ 0.65 |
Income (Loss) from Continuing Operations, Per Diluted Share | $ (0.51) | $ 0.60 |
Number of antidilutive option shares (in shares) | 4,159,273 | 0 |
Junior Subordinated Convertible Debentures Due 2037 | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average conversion price per share used in calculating dilutive effect of convertible debt (amount per share) | $ 24.23 | $ 25.01 |
Number of antidilutive option shares (in shares) | 12,165,812 | |
Senior Subordinated Convertible Debenture Due 2025 [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average conversion price per share used in calculating dilutive effect of convertible debt (amount per share) | $ 65.82 | $ 67.95 |
Stock Repurchase (Details)
Stock Repurchase (Details) - USD ($) $ in Millions | 3 Months Ended | 88 Months Ended | ||||
Sep. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jan. 18, 2016 | May 15, 2015 | Dec. 11, 2007 | |
Equity [Abstract] | ||||||
Stock repurchase program, number of shares authorized to be repurchased | 15,000,000 | 20,000,000 | 10,000,000 | |||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 11,400,000 | 2,500,000 | ||||
Repurchase of common stock | 8,600,000 | 7,500,000 | ||||
Value of shares repurchased | $ 363.8 | $ 234.7 | ||||
Treasury stock, number of shares held | 22,500,000 |
Dividends (Details)
Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 08, 2016 | Jun. 06, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Dividends [Abstract] | ||||
Dividend per share paid during period | $ 0.3595 | |||
Subsequent Event [Line Items] | ||||
Dividends declared per common share | $ 0.3595 | $ 0.3575 | ||
Total amount of dividend payment | $ 77.2 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Dividends declared per common share | $ 0.36 | |||
Total amount of dividend payment | $ 77.6 |