Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | May 19, 2017 | Sep. 30, 2016 | |
Document And Entity 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-K | ||
Document Period End Date | Mar. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 229,397,877 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 13,114,059,963 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 908,684 | $ 2,092,751 |
Short-term investments | 394,088 | 353,284 |
Accounts receivable, net | 478,373 | 290,183 |
Inventories | 417,202 | 306,815 |
Prepaid expenses | 41,354 | 41,992 |
Assets held for sale | 6,459 | 0 |
Other current assets | 58,880 | 11,688 |
Total current assets | 2,305,040 | 3,096,713 |
Property, plant and equipment, net | 683,338 | 609,396 |
Long-term investments | 107,457 | 118,549 |
Goodwill | 2,299,009 | 1,012,652 |
Intangible assets, net | 2,148,092 | 606,349 |
Long-term deferred tax assets | 68,870 | 14,831 |
Other assets | 75,075 | 79,393 |
Total assets | 7,686,881 | 5,537,883 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 149,233 | 79,312 |
Accrued liabilities | 212,450 | 119,265 |
Deferred income on shipments to distributors | 292,815 | 183,432 |
Current portion of long-term debt | 49,952 | 0 |
Total current liabilities | 704,450 | 382,009 |
Long-term debt | 2,900,524 | 2,453,405 |
Long-term income tax payable | 184,945 | 111,061 |
Long-term deferred tax liability | 409,045 | 399,218 |
Other long-term liabilities | 217,206 | 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; 249,463,733 shares issued and 229,093,658 shares outstanding at March 31, 2017; 227,416,789 shares issued and 204,081,727 shares outstanding at March 31, 2016 | 229 | 204 |
Additional paid-in capital | 2,537,344 | 1,391,553 |
Common stock held in treasury: 20,370,075 shares at March 31, 2017; 23,335,062 shares at March 31, 2016 | (731,884) | (820,066) |
Accumulated other comprehensive loss | (14,378) | (3,357) |
Retained earnings | 1,479,400 | 1,582,585 |
Total stockholders' equity | 3,270,711 | 2,150,919 |
Total liabilities and stockholders' equity | $ 7,686,881 | $ 5,537,883 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 450,000,000 | 450,000,000 |
Common Stock, Shares, Issued | 249,463,733 | 227,416,789 |
Common Stock, Shares, Outstanding | 229,093,658 | 204,081,727 |
Preferred Stock, Par or Stated Value Per Share | $ 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 |
Treasury Stock, Shares | 20,370,075 | 23,335,062 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | |||
Net sales | $ 3,407,807 | $ 2,173,334 | $ 2,147,036 |
Cost of sales | 1,650,611 | 967,870 | 917,472 |
Gross profit | 1,757,196 | 1,205,464 | 1,229,564 |
Operating expenses: | |||
Research and development | 545,293 | 372,596 | 349,543 |
Selling, general and administrative | 499,811 | 301,670 | 274,815 |
Amortization of acquired intangible assets | 337,667 | 174,896 | 176,746 |
Special charges and other, net | 98,608 | 3,957 | 2,840 |
Operating expenses | 1,481,379 | 853,119 | 803,944 |
Operating income | 275,817 | 352,345 | 425,620 |
Losses on equity method investments | (222) | (345) | (317) |
Other income (expense): | |||
Interest income | 3,079 | 24,447 | 19,527 |
Interest expense | (146,346) | (104,018) | (62,034) |
Loss on settlement of convertible debt | (43,879) | 0 | (50,631) |
Other income, net | 1,338 | 8,864 | 13,742 |
Income before income taxes | 89,787 | 281,293 | 345,907 |
Income tax benefit | (80,805) | (42,632) | (19,418) |
Net income from continuing operations | 170,592 | 323,925 | 365,325 |
Discontinued operations: | |||
Loss from discontinued operations | (7,514) | 0 | 0 |
Income tax benefit | (1,561) | 0 | 0 |
Net loss from discontinued operations | (5,953) | 0 | 0 |
Net income from continuing operations | 164,639 | 323,925 | 365,325 |
Less: Net loss attributable to noncontrolling interests | 0 | 207 | 3,684 |
Net income attributable to Microchip Technology | $ 164,639 | $ 324,132 | $ 369,009 |
Basic net income per common share attributable to Microchip Technology stockholders | |||
Net income from continuing operations (in usd per share) | $ 0.79 | $ 1.59 | $ 1.84 |
Net loss from discontinued operations (in usd per share) | (0.03) | 0 | 0 |
Net income attributable to Microchip Technology (in usd per share) | 0.76 | 1.59 | 1.84 |
Diluted net income per common share attributable to Microchip Technology stockholders | |||
Net income from continuing operations (in usd per share) | 0.73 | 1.49 | 1.65 |
Net loss from discontinued operations (in usd per share) | (0.02) | 0 | 0 |
Net income attributable to Microchip Technology (in usd per share) | 0.71 | 1.49 | 1.65 |
Dividends declared per common share | $ 1.441 | $ 1.433 | $ 1.425 |
Basic common shares outstanding | 217,196 | 203,384 | 200,937 |
Diluted common shares outstanding | 234,806 | 217,388 | 223,561 |
CONSOLIDATED STATEMENTS OF INC5
CONSOLIDATED STATEMENTS OF INCOME (PARENTHETICAL) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share based compensation expense | $ 128,155 | $ 71,420 | $ 58,596 | |
Cost of Sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share based compensation expense | [1] | 18,713 | 8,252 | 9,010 |
Research and Development Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share based compensation expense | 46,801 | 32,022 | 28,164 | |
Selling General And Administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share based compensation expense | $ 62,641 | $ 31,146 | $ 21,422 | |
[1] | During the year ended March 31, 2017, $11.3 million of share-based compensation expense was capitalized to inventory. The amount of share-based compensation included in cost of sales during fiscal 2017 included $14.5 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 year ended March 31, 2016, $7.9 million of share-based compensation expense was capitalized to inventory, and $8.3 million of previously capitalized share-based compensation expense in inventory was sold. During the year ended March 31, 2015, $6.8 million of share-based compensation expense was capitalized to inventory, and $9.0 million of previously capitalized share-based compensation expense in inventory was sold. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income from continuing operations | $ 164,639 | $ 323,925 | $ 365,325 |
Less: Net loss attributable to noncontrolling interests | 0 | 207 | 3,684 |
Net income attributable to Microchip Technology | 164,639 | 324,132 | 369,009 |
Available-for sale securities: | |||
Unrealized holding (losses) gains, net of tax effect | (1,558) | (3,241) | 33,759 |
Reclassification of realized transactions, net of tax effect | 1,522 | (10,948) | (18,694) |
Actuarial (losses) gains related to defined benefit pension plans, net of tax benefit (provision) of $2,172, ($18), and $76 | (5,307) | 31 | (127) |
Change in net foreign currency translation adjustment | (5,678) | 0 | (5,188) |
Other comprehensive (loss) income, net of taxes | (11,021) | (14,158) | 9,750 |
Less: Other comprehensive loss attributable to noncontrolling interests | 0 | 0 | 866 |
Other comprehensive (loss) income attributable to Microchip Technology | (11,021) | (14,158) | 10,616 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | |||
Comprehensive income | 153,618 | 309,767 | 375,075 |
Less: Comprehensive loss attributable to noncontrolling interests | 0 | 207 | 4,550 |
Comprehensive income attributable to Microchip Technology | $ 153,618 | $ 309,974 | $ 379,625 |
CONSOLIDATED STATEMENTS OF COM7
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (PARENTHETICAL) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Other comprehensive (income) loss, pension and other postretirement benefit plans, tax benefit (provision) | $ 2,172 | $ (18) | $ 76 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | |||
Net income from continuing operations | $ 164,639 | $ 323,925 | $ 365,325 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 469,208 | 283,171 | 278,298 |
Deferred income taxes | (126,888) | (60,425) | (32,811) |
Share-based compensation expense related to equity incentive plans | 128,155 | 71,420 | 58,596 |
Excess tax benefit from share-based compensation | 0 | (758) | (1,216) |
Loss on settlement of convertible debt | 43,879 | 0 | 50,631 |
Amortization of debt discount on convertible debt | 56,075 | 48,022 | 14,791 |
Amortization of debt issuance costs | 4,524 | 3,968 | 2,463 |
Losses on equity method investments | 222 | 345 | 317 |
Gains on sale of assets | (78) | (960) | 0 |
Loss on write-down of fixed assets | 2,571 | 0 | 362 |
Impairment of intangible assets | 11,904 | 629 | 1,881 |
Realized losses (gain) on available-for-sale investments | 89 | (13,727) | (18,469) |
Realized gain on equity method investment | (468) | (2,225) | 0 |
Impairment of available-for-sale investment | 1,433 | 3,995 | 0 |
Amortization of premium on available-for-sale investments | 18 | 9,044 | 9,949 |
Changes in operating assets and liabilities, excluding impact of acquisitions: | |||
Increase in accounts receivable | (46,831) | (2,150) | (15,893) |
Decrease in inventories | 223,711 | 48,245 | 25,517 |
Increase in deferred income on shipments to distributors | 109,383 | 16,962 | 18,330 |
Decrease in accounts payable and accrued liabilities | (16,070) | (20,836) | (33,992) |
Change in other assets and liabilities | 24,628 | 35,838 | (2,897) |
Operating cash flows related to discontinued operations | 9,348 | 0 | 0 |
Net cash provided by operating activities | 1,059,452 | 744,483 | 721,182 |
Cash flows from investing activities: | |||
Purchases of available-for-sale investments | (500,309) | (1,573,867) | (959,318) |
Sales and maturities of available-for-sale investments | 470,565 | 2,824,231 | 1,097,065 |
Sale of equity method investment | 1,746 | 2,667 | 0 |
Acquisition of Atmel, net of cash acquired | (2,747,516) | 0 | 0 |
Acquisition of Micrel, net of cash acquired | 0 | (343,928) | 0 |
Acquisition of ISSC, net of cash acquired | 0 | 0 | (252,469) |
Purchase of additional controlling interest in ISSC | 0 | (18,051) | (32,095) |
Acquisition of Supertex, net of cash acquired | 0 | 0 | (375,365) |
Investments in other assets | (10,218) | (7,056) | (6,663) |
Proceeds from sale of assets | 23,069 | 14,296 | 0 |
Capital expenditures | (75,310) | (97,895) | (149,472) |
Net cash (used in) provided by investing activities | (2,837,973) | 800,397 | (678,317) |
Cash flows from financing activities: | |||
Payments on settlement of convertible debt | (436,205) | 0 | (1,134,621) |
Proceeds from issuance of 2017 senior debt | 2,070,000 | 0 | 0 |
Proceeds from issuance of 2017 junior debt | 575,000 | 0 | 0 |
Proceeds from issuance of 2015 senior debt | 0 | 0 | 1,725,000 |
Repayments of revolving loan under credit facility | (2,781,000) | (1,614,452) | (1,697,642) |
Proceeds from borrowings on revolving loan under credit facility | 1,537,000 | 2,204,500 | 1,859,594 |
Repayments of long-term borrowings | 0 | 0 | (350,000) |
Deferred financing costs | (36,930) | (2,156) | (32,846) |
Payment of cash dividends | (315,429) | (291,087) | (286,478) |
Repurchase of common stock | 0 | (363,829) | 0 |
Proceeds from sale of common stock | 42,210 | 28,718 | 34,433 |
Tax payments related to shares withheld for vested restricted stock units | (58,402) | (21,720) | (19,504) |
Capital lease payments | (783) | (676) | (604) |
Excess tax benefit from share-based compensation | 0 | 758 | 1,216 |
Net cash provided by (used in) financing activities | 595,461 | (59,944) | 98,548 |
Effect of foreign exchange rate changes on cash and cash equivalents | (1,007) | 0 | (201) |
Net (decrease) increase in cash and cash equivalents | (1,184,067) | 1,484,936 | 141,212 |
Cash and cash equivalents at beginning of period | 2,092,751 | 607,815 | 466,603 |
Cash and cash equivalents at end of period | $ 908,684 | $ 2,092,751 | $ 607,815 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Senior Subordinated Convertible Debenture Due 2025 | Junior Subordinated Convertible Debentures Due 2037 | Supertex Inc. | Common Stock and Additional Paid-in Capital | Common Stock and Additional Paid-in CapitalSupertex Inc. | Common Stock and Additional Paid-in CapitalMicrel Incorporated | Common Stock and Additional Paid-in CapitalAtmel Corporation | Common Stock Held in Treasury | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Parent | ParentSenior Subordinated Convertible Debenture Due 2025 | ParentJunior Subordinated Convertible Debentures Due 2037 | ParentSupertex Inc. | Noncontrolling Interest |
Balance at Mar. 31, 2014 | $ 2,135,461 | $ 1,244,783 | $ (577,382) | $ 1,051 | $ 1,467,009 | $ 2,135,461 | $ 0 | |||||||||
Balance, common stock shares issued (in shares) at Mar. 31, 2014 | 218,790,000 | |||||||||||||||
Balance, common stock held in treasury (in shares) at Mar. 31, 2014 | 18,787,000 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Additions due to acquisition of controlling interest in ISSC | 52,467 | 52,467 | ||||||||||||||
Net income from continuing operations | 365,325 | 369,009 | 369,009 | (3,684) | ||||||||||||
Other comprehensive income (loss) | 9,750 | 10,616 | 10,616 | (866) | ||||||||||||
Other | 240 | 240 | ||||||||||||||
Purchase of additional interests | (32,095) | $ 345 | (591) | (246) | (31,849) | |||||||||||
Proceeds from sales of common stock through employee equity incentive plans (shares) | 2,503,000 | |||||||||||||||
Proceeds from sales of common stock through employee equity incentive plans (amount) | 34,433 | $ 34,369 | 34,369 | 64 | ||||||||||||
Restricted stock unit and stock appreciation right withholdings (shares) | (426,000) | |||||||||||||||
Restricted stock unit and stock appreciation right withholdings (amount) | (19,504) | $ (19,504) | (19,504) | |||||||||||||
Treasury stock used for new issuances (shares) | (2,077,000) | (2,077,000) | ||||||||||||||
Treasury stock used for new issuances (amount) | $ (61,703) | $ 61,703 | ||||||||||||||
Tax benefit (shortfall) from equity incentive plans | 1,220 | 1,220 | 1,220 | |||||||||||||
Share-based compensation | 56,687 | 56,687 | 56,687 | |||||||||||||
Non-cash consideration, exchange of employee stock awards (amount) | $ 1,622 | $ 1,622 | $ 1,622 | |||||||||||||
Settlement of convertible debt | $ (606,926) | (606,926) | $ (606,926) | |||||||||||||
Convertible Debt - issuance of debt | $ 348,824 | 348,824 | $ 348,824 | |||||||||||||
Cash dividend | (286,478) | (286,478) | (286,478) | |||||||||||||
Balance at Mar. 31, 2015 | 2,061,026 | $ 999,717 | $ (515,679) | 11,076 | 1,549,540 | 2,044,654 | 16,372 | |||||||||
Balance, common stock shares issued (in shares) at Mar. 31, 2015 | 218,790,000 | |||||||||||||||
Balance, common stock held in treasury (in shares) at Mar. 31, 2015 | 16,710,000 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income from continuing operations | 323,925 | 324,132 | 324,132 | (207) | ||||||||||||
Other comprehensive income (loss) | (14,158) | (14,158) | (14,158) | |||||||||||||
Purchase of additional interests | (18,051) | $ (1,611) | (275) | (1,886) | $ (16,165) | |||||||||||
Proceeds from sales of common stock through employee equity incentive plans (shares) | 2,491,000 | |||||||||||||||
Proceeds from sales of common stock through employee equity incentive plans (amount) | 28,718 | $ 28,718 | 28,718 | |||||||||||||
Restricted stock unit and stock appreciation right withholdings (shares) | (489,000) | |||||||||||||||
Restricted stock unit and stock appreciation right withholdings (amount) | (21,720) | $ (21,720) | (21,720) | |||||||||||||
Treasury stock used for new issuances (shares) | (2,002,000) | (2,002,000) | ||||||||||||||
Treasury stock used for new issuances (amount) | $ (59,442) | $ 59,442 | ||||||||||||||
Tax benefit (shortfall) from equity incentive plans | (567) | (567) | (567) | |||||||||||||
Share-based compensation | 73,556 | 73,556 | 73,556 | |||||||||||||
Issuance of common stock - acquisitions (shares) | 8,627,000 | |||||||||||||||
Issuance of common stock - acquisitions (amount) | 369,054 | $ 369,054 | 369,054 | |||||||||||||
Non-cash consideration, exchange of employee stock awards (amount) | $ 4,052 | $ 4,052 | 4,052 | |||||||||||||
Purchase of treasury stock (shares) | 8,600,000 | 8,627,000 | ||||||||||||||
Purchase of treasury stock (amount) | $ (363,829) | $ (363,829) | (363,829) | |||||||||||||
Cash dividend | (291,087) | (291,087) | (291,087) | |||||||||||||
Balance at Mar. 31, 2016 | $ 2,150,919 | $ 1,391,757 | $ (820,066) | (3,357) | 1,582,585 | 2,150,919 | ||||||||||
Balance, common stock shares issued (in shares) at Mar. 31, 2016 | 227,416,789 | 227,417,000 | ||||||||||||||
Balance, common stock held in treasury (in shares) at Mar. 31, 2016 | 23,335,062 | 23,335,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income from continuing operations | $ 164,639 | 164,639 | 164,639 | |||||||||||||
Other comprehensive income (loss) | (11,021) | (11,021) | (11,021) | |||||||||||||
Proceeds from sales of common stock through employee equity incentive plans (shares) | 3,986,000 | |||||||||||||||
Proceeds from sales of common stock through employee equity incentive plans (amount) | 42,210 | $ 42,210 | 42,210 | |||||||||||||
Restricted stock unit and stock appreciation right withholdings (shares) | (1,021,000) | |||||||||||||||
Restricted stock unit and stock appreciation right withholdings (amount) | (58,402) | $ (58,402) | (58,402) | |||||||||||||
Treasury stock used for new issuances (shares) | (2,965,000) | (2,965,000) | ||||||||||||||
Treasury stock used for new issuances (amount) | $ (88,182) | $ 88,182 | ||||||||||||||
Share-based compensation | 127,308 | $ 127,308 | 127,308 | |||||||||||||
Shares issued to settle convertible debt | 11,997,000 | |||||||||||||||
Shares issued to settle 2007 junior debt, value | 862,651 | $ 862,651 | 862,651 | |||||||||||||
Issuance of common stock - acquisitions (shares) | 10,050,000 | |||||||||||||||
Issuance of common stock - acquisitions (amount) | 486,182 | $ 486,182 | 486,182 | |||||||||||||
Non-cash consideration, exchange of employee stock awards (amount) | 7,470 | $ 7,470 | 7,470 | |||||||||||||
Settlement of convertible debt | $ (850,709) | (850,709) | $ (850,709) | |||||||||||||
Convertible Debt - issuance of debt | 615,321 | 615,321 | 615,321 | |||||||||||||
Cash dividend | (315,429) | (315,429) | (315,429) | |||||||||||||
Balance at Mar. 31, 2017 | $ 3,270,711 | $ 2,537,573 | $ (731,884) | $ (14,378) | 1,479,400 | 3,270,711 | ||||||||||
Balance, common stock shares issued (in shares) at Mar. 31, 2017 | 249,463,733 | 249,464,000 | ||||||||||||||
Balance, common stock held in treasury (in shares) at Mar. 31, 2017 | 20,370,075 | 20,370,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Adoption of ASU 2016-09, cumulative adjustment | $ 49,572 | $ 1,967 | $ 47,605 | $ 49,572 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Nature of Business Microchip Technology Incorporated ("Microchip" or the "Company") develops, manufactures and sells specialized semiconductor products used by its customers for a wide variety of embedded control applications. Microchip's product portfolio comprises general purpose and specialized 8-bit, 16-bit, and 32-bit microcontrollers, a broad spectrum of high-performance linear, mixed-signal, power management, thermal management, radio frequency (RF), timing, safety, security, wired connectivity and wireless connectivity devices, as well as serial Electrically Erasable Programmable Read Only Memory (EEPROMs), Serial Flash memories, Parallel Flash memories and serial Static Random Access Memory (SRAM) memories. Microchip also licenses Flash-IP solutions that are incorporated in a broad range of products. Principles of Consolidation The consolidated financial statements include the accounts of Microchip and its majority-owned and controlled subsidiaries. As further discussed in Note 2, on April 4, 2016, the Company completed its acquisition of Atmel and the Company's financial results include Atmel's results beginning as of such acquisition date. As further discussed in Note 2, the Company did not hold 100% of the outstanding common stock of ISSC Technologies Corporation (ISSC) from July 17, 2014 through June 30, 2015 and the noncontrolling interest in the Company's net income from ISSC has been excluded from net income attributable to the Company in the Company's consolidated statements of income. All of the Company's subsidiaries are included in the consolidated financial statements. All significant intercompany accounts and transactions have been eliminated in consolidation. Revenue Recognition The Company recognizes revenue when the earnings process is complete, as evidenced by an agreement with the customer, transfer of title has occurred, the pricing is fixed or determinable and collectability is reasonably assured. The Company recognizes revenue from product sales to original equipment manufacturers (OEMs) upon shipment and records reserves for estimated customer returns. Distributors worldwide generally have broad price protection and product return rights which prevent the sales pricing from being fixed or determinable at the time of the Company's shipment to the distributors. Therefore, revenue recognition is deferred until the pricing uncertainty is resolved, which generally occurs when the distributor sells the product to their customer. At the time of shipment to these distributors, the Company records a trade receivable for the selling price as there is a legally enforceable right to payment, relieves inventory for the carrying value of goods shipped since legal title has passed to the distributor, and records the gross margin in deferred income on shipments to distributors on its consolidated balance sheets. In connection with its acquisitions of Atmel and Micrel, the Company acquired certain distributor relationships where revenue was recognized upon shipment to the distributors based on certain contractual terms or prevailing business practices that resulted in the price not being fixed and determinable at such time. Following an acquisition, the Company undertakes efforts to align the contract terms and business practices of the acquired entity with its own. Once these efforts are complete, the related revenue recognition is changed. With respect to such distributor relationships acquired in the Atmel acquisition, as of October 1, 2016, these business practices were conformed to those of the Company’s other distributors, which beginning in October 2016 resulted in the deferral of revenue recognition until the distributor sells the product to their customers. With respect to such distributor relationships acquired in the Micrel acquisition, in the December 2015 quarter, these distributor contracts were changed to be consistent with those of the Company’s other distributors which resulted in the deferral of revenue recognition under such contracts until the distributor sells the product to their customers. Deferred income on shipments to distributors effectively represents gross margin on the sale to the distributor at the initial shipment date; however, the amount of gross margin recognized by the Company in future periods will be less than the deferred margin as a result of credits granted to distributors on specifically identified products and customers to allow the distributors to earn a competitive gross margin on the sale of the Company's products to their end customers and price protection concessions related to market pricing conditions. The Company sells the majority of the items in its product catalog to its distributors worldwide at a uniform list price. However, distributors resell the Company's products to end customers at a very broad range of individually negotiated price points. The majority of the Company's distributors' resales require a reduction from the original list price paid. Often, under these circumstances, the Company remits back to the distributor a portion of their original purchase price after the resale transaction is completed in the form of a credit against the distributors' outstanding accounts receivable balance. The credits are on a per unit basis and are not given to the distributor until they provide information regarding the sale to their end customer. The price reductions vary significantly based on the customer, product, quantity ordered, geographic location and other factors and discounts to a price less than the Company's cost have historically been rare. The effect of granting these credits establishes the net selling price from the Company to its distributors for the product and results in the net revenue recognized by the Company when the product is sold by the distributors to their end customers. Thus, a portion of the "deferred income on shipments to distributors" balance represents the amount of distributors' original purchase price that will be credited back to the distributors in the future. The wide range and variability of negotiated price concessions granted to distributors does not allow the Company to accurately estimate the portion of the balance in the deferred income on shipments to distributors account that will be credited back to the distributors. Therefore, the Company does not reduce deferred income on shipments to distributors or accounts receivable by anticipated future price concessions; rather, price concessions are recorded against deferred income on shipments to distributors when incurred, which is generally at the time the distributor sells the product. At March 31, 2017 , the Company had approximately $418.0 million of deferred revenue and $125.2 million in deferred cost of sales recognized as $ 292.8 million of deferred income on shipments to distributors. At March 31, 2016 , the Company had approximately $267.2 million of deferred revenue and $83.8 million in deferred cost of sales recognized as $ 183.4 million of deferred income on shipments to distributors. The increase in deferred income on shipments to distributors in fiscal 2017 compared to fiscal 2016 resulted primarily from the Company's acquisition of Atmel. The deferred income on shipments to distributors that will ultimately be recognized in the Company's income statement will be lower than the amount reflected on the balance sheet due to price credits to be granted to the distributors when the product is sold to their customers. These price credits historically have resulted in the deferred income approximating the overall gross margins that the Company recognizes in the distribution channel of its business. The Company reduces product pricing through price protection based on market conditions, competitive considerations and other factors. Price protection is granted to distributors on the inventory they have on hand at the date the price protection is offered. When the Company reduces the price of its products, it allows the distributor to claim a credit against its outstanding accounts receivable balances based on the new price of the inventory it has on hand as of the date of the price reduction. There is no immediate revenue impact from the price protection, as it is reflected as a reduction of the deferred income on shipments to distributors' balance. Products returned by distributors and subsequently scrapped have historically been immaterial to the Company's consolidated results of operations. The Company routinely evaluates the risk of impairment of the deferred cost of sales component of the deferred income on shipments to distributors' account. Because of the historically immaterial amounts of inventory that have been scrapped, and historically rare instances where discounts given to a distributor result in a price less than the Company's cost, the Company believes the deferred costs have a low risk of material impairment. Shipping charges billed to customers are included in net sales, and the related shipping costs are included in cost of sales. The Company collects and remits certain sales-related taxes on sales of inventory and reports such amounts under the net method in its consolidated statements of income. For licenses or other technology arrangements without an upgrade period, non-royalty revenue from the license is recognized upon delivery of the technology if the fee is fixed or determinable and collection of the fee is reasonably assured. Royalties are recognized when reported to the Company, which generally coincides with the receipt of payment. In certain limited circumstances, the Company enters into license and other arrangements for technologies that the Company is continuing to enhance and refine or under which it is obligated to provide unspecified enhancements. Under these arrangements, non-royalty revenue is recognized over the lesser of (1) the estimated period that the Company has historically enhanced and developed refinements to the specific technology, typically one to three years (the "upgrade period"), and (2) the remaining portion of the upgrade period after the date of delivery of all specified technology and documentation, provided that the fee is fixed or determinable and collection of the fee is reasonably assured. Royalties received during the upgrade period are recognized as revenue based on an amortization calculation of the elapsed portion of the upgrade period compared to the entire estimated upgrade period. Royalties received after the upgrade period has elapsed are recognized when reported to the Company, which generally coincides with the receipt of payment. Recent Updates to Revenue Recognition In May 2014, the FASB issued Accounting Standard Update (ASU) 2014-09- Revenue from Contracts with Customers (Topic 606) and in August 2015 the FASB subsequently issued ASU 2015-14- Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which supersedes existing revenue guidance pursuant to US GAAP and will no longer permit the Company to defer revenue on sales to distributors until the products are sold to the end customer. Upon adoption of ASU 2014-09 and 2015-14, a portion of this deferred revenue will be required to be estimated and recognized upon sale to the distributor rather than upon the sale by the distributor to the end customer. See “Recently Issued Accounting Pronouncements Not Yet Adopted” for additional information on the new guidance. Product Warranty The Company typically warrants its products against defects in materials and workmanship and non-conformance to specifications for 12 to 24 months. The majority of the Company's product warranty claims are settled through the return of the defective product and the shipment of replacement product. Warranty returns are included within the Company's allowance for returns, which is based on historical return rates. Actual future returns could differ from the allowance established. In addition, the Company accrues a liability for specific warranty costs expected to be settled other than through product return and replacement, if a loss is probable and can be reasonably estimated. Product warranty expenses during fiscal 2017 , 2016 , and 2015 were immaterial. Advertising Costs The Company expenses all advertising costs as incurred. Advertising costs were immaterial for the fiscal years ended March 31, 2017 , 2016 and 2015 . Research and Development Research and development costs are expensed as incurred. Assets purchased to support the Company's ongoing research and development activities are capitalized when related to products which have achieved technological feasibility or that have alternative future uses and are amortized over their estimated useful lives. Renewals or extensions of these assets are expensed as incurred. Research and development expenses include expenditures for labor, share-based payments, depreciation, masks, prototype wafers, and expenses for development of process technologies, new packages, and software to support new products and design environments. Foreign Currency Translation The Company's foreign subsidiaries are considered to be extensions of the U.S. company and any translation gains and losses related to these subsidiaries are included in other income (expense) in the consolidated statements of income. As the U.S. dollar is utilized as the functional currency, gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the subsidiaries' functional currency) are also included in income. For a portion of fiscal 2017 and fiscal 2015, certain foreign subsidiaries acquired as part of the Company's acquisition activities had the local currency as the functional currency. Once these entities were integrated into the Company's legal structure and intercompany agreements were executed, the U.S. dollar became the functional currency for such entities. Income Taxes The Company provides for income taxes in accordance with principles contained in ASC Topic 740, Income Taxes. Under these principles, the Company recognizes the amount of income tax payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in its consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance if it is more likely than not that a portion will not be realized. In assessing whether it is more likely than not that deferred tax assets will be realized, the Company considers all available evidence, both positive and negative, including its recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carry back and carry forward periods available to them for tax reporting purposes, and prudent and feasible tax planning strategies. The Company measures and recognizes the amount of tax benefit that should be recorded for financial statement purposes for uncertain tax positions taken or expected to be taken in a tax return. With respect to uncertain tax positions, the Company evaluates the recognized tax benefits for de-recognition, classification, interest and penalties, interim period accounting and disclosure requirements. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. Cash and Cash Equivalents All highly liquid investments, including marketable securities purchased with a remaining maturity of three months or less when acquired are considered to be cash equivalents. Available-for-Sale Investments The Company classifies its investments in debt and marketable equity securities as available-for-sale based upon management's intent with regard to the investments and the nature of the underlying securities. The Company's available-for-sale investments consist of government agency bonds, municipal bonds, auction rate securities (ARS), corporate bonds and marketable equity securities. The Company's investments are carried at fair value with unrealized gains and losses reported in stockholders' equity unless losses are considered to be other than temporary impairments in which case the losses are recognized through the statement of income. Premiums and discounts are amortized or accreted over the life of the related available-for-sale security. Dividend and interest income are recognized when earned. The cost of available-for-sale debt securities sold is calculated using the first-in, first-out (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. The Company sold its ARS during the fourth quarter of fiscal 2016 and the first quarter of fiscal 2017. The Company includes within short-term investments its income yielding available-for-sale securities that can be readily converted to cash and includes within long-term investments those income yielding available-for-sale securities with maturities of over one year that have unrealized losses attributable to them or those that cannot be readily liquidated. As discussed in Note 4, the Company intends and has the ability to hold its long-term investments with temporary impairments until such time as these assets are no longer impaired. Such recovery of unrealized losses is not expected to occur within the next year. Derivative Instruments Derivative instruments are required to be recorded at fair value as either assets or liabilities in the Company's consolidated balance sheet. The Company's accounting policies for derivative instruments depends on whether the instrument has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. The Company does not apply hedge accounting to foreign currency forward contracts. Gains and losses associated with currency rate changes on forward contracts are recorded currently in income. These gains and losses have been immaterial to the Company's financial statements. Interest rate derivative instruments designated as fair value hedges are designed to manage the exposure to interest rate movements and to reduce borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements, the Company agrees to exchange, at specified intervals, the difference between the fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivatives as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in earnings. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be highly effective, hedge accounting is discontinued. The Company terminated its interest rate derivative instruments in fiscal 2016. Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for probable losses on uncollectible accounts receivable resulting from the inability of its customers to make required payments, which is included in bad debt expense. The Company determines the adequacy of this allowance by regularly reviewing the composition of its accounts receivable aging and evaluating individual customer receivables, considering such customer's financial condition, credit history and current economic conditions. Inventories Inventories are valued at the lower of cost or market using the first-in, first-out method. The Company writes down its inventory for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not subsequently reversed to income even if circumstances later suggest that increased carrying amounts are recoverable. In estimating reserves for obsolescence, the Company primarily evaluates estimates of demand over a 12-month period and provides reserves for inventory on hand in excess of the estimated 12-month demand. Estimates for projected 12-month demand are generally based on the average shipments of the prior three-month period, which are then annualized to adjust for any potential seasonality in the Company's business. The estimated 12-month demand is compared to the Company's most recently developed sales forecast to further reconcile the 12-month demand estimate. Management reviews and adjusts the estimates as appropriate based on specific situations. For example, demand can be adjusted up for new products for which historic sales are not representative of future demand. Alternatively, demand can be adjusted down to the extent any existing products are being replaced or discontinued. In periods where the Company's production levels are substantially below normal operating capacity, unabsorbed overhead production costs associated with the reduced production levels of the Company's manufacturing facilities are charged directly to cost of sales. Property, Plant and Equipment Property, plant and equipment are stated at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. The Company's property and equipment accounting policies incorporate estimates, assumptions and judgments relative to the useful lives of its property and equipment. Depreciation is provided for assets placed in service on a straight-line basis over the estimated useful lives of the relative assets, which range from 10 to 40 years for buildings and building improvements and 3 to 7 years for machinery and equipment. The Company evaluates the carrying value of its property and equipment when events or changes in circumstances indicate that the carrying value of such assets may be impaired. Asset impairment evaluations are, by nature, highly subjective. Senior and Junior Subordinated Convertible Debt The Company separately accounts for the liability and equity components of its senior and junior subordinated convertible debt in a manner that reflects its nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. This results in a bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in its consolidated statements of income. Lastly, the Company includes the dilutive effect of the shares of its common stock issuable upon conversion of the outstanding senior and junior subordinated convertible debt in its diluted income per share calculation regardless of whether the market price triggers or other contingent conversion features have been met. The Company applies the treasury stock method as it has the intent and ability to settle the principal amounts of the senior and junior subordinated convertible debentures in cash. This method results in incremental dilutive shares when the average market value of the Company's common stock for a reporting period exceeds the conversion prices per share and adjust as dividends are recorded in the future. Upon a de-recognition event, the Company estimates the fair value of the liability component and compares that to the carrying amount in order to calculate the appropriate amount of gain or loss. The remaining amounts paid or issued (in the case of non cash consideration in the form of shares of common stock) are recognized as a reduction of additional paid-in-capital. The fair value of the liability component is estimated using the current comparable borrowing rate for an otherwise identical non-convertible debt instrument. Defined Benefit Pension Plans The Company maintains defined benefit pension plans, covering certain of its foreign employees. For financial reporting purposes, net periodic pension costs and pension obligations are determined based upon a number of actuarial assumptions, including discount rates for plan obligations, and assumed rates of compensation increases for employees participating in plans. These assumptions are based upon management's judgment and consultation with actuaries, considering all known trends and uncertainties. Contingencies In the ordinary course of business, the Company is exposed to various liabilities as a result of contracts, product liability, customer claims and other matters. Additionally, the Company is involved in a limited number of legal actions, both as plaintiff and defendant. Consequently, the Company could incur uninsured liability in any of those actions. The Company also periodically receives notifications from various third parties alleging infringement of patents or other intellectual property rights, or from customers requesting reimbursement for various costs. With respect to pending legal actions to which the Company is a party and other claims, although the outcomes are generally not determinable, the Company believes that the ultimate resolution of these matters will not have a material adverse effect on its financial position, cash flows or results of operations. Litigation and disputes relating to the semiconductor industry are not uncommon, and the Company is, from time to time, subject to such litigation and disputes. As a result, no assurances can be given with respect to the extent or outcome of any such litigation or disputes in the future. The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has been or will be incurred, it accrues for all probable and reasonably estimable losses. Where the Company can reasonably estimate a range of losses it may incur regarding such a matter, it records an accrual for the amount within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, it uses the amount that is the low end of such range. Business Combinations All of the Company's business combinations are accounted for at fair value under the acquisition method of accounting. Under the acquisition method of accounting, (i) acquisition-related costs, except for those costs incurred to issue debt or equity securities, will be expensed in the period incurred; (ii) non-controlling interests will be valued at fair value at the acquisition date; (iii) in-process research and development will be recorded at fair value as an intangible asset at the acquisition date and amortized once the technology reaches technological feasibility; (iv) restructuring costs associated with a business combination will be expensed subsequent to the acquisition date; and (v) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date will be recognized through income tax expense or directly in contributed capital. The aggregate amount of consideration paid by the Company is allocated to net tangible assets and intangible assets based on their estimated fair values as of the acquisition date. The excess of the purchase price over the value of the net tangible assets and intangible assets is recorded to goodwill. The measurement of fair value of assets acquired and liabilities assumed requires significant judgment. The valuation of intangible assets, in particular, requires that the Company use valuation techniques such as the income approach. The income approach includes the use of a discounted cash flow model, which includes discounted cash flow scenarios and requires the following significant estimates: revenue, expenses, capital spending and other costs, and discount rates based on the respective risks of the cash flows. Goodwill and Other Intangible Assets The Company's intangible assets include goodwill and other intangible assets, which include existing technologies, core and developed technology, in-process research and development, trademarks and trade names, and customer-related intangibles. In-process research and development is capitalized until such time the related projects are completed or abandoned at which time the capitalized amounts will begin to be amortized or written off. Indefinite-lived intangible assets consist of goodwill and in-process research and development intangible assets that have not yet been placed in service. All other intangible assets are definite-lived intangible assets, including in-process research and development assets that have been placed in service, and are amortized over their respective estimated lives, ranging from 1 to 15 years. The Company engages primarily in the development, manufacture and sale of semiconductor products as well as technology licensing. As a result, the Company concluded there are two reporting units, semiconductor products and technology licensing. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. The Company is required to perform an impairment review of indefinite-lived intangible assets, including goodwill annually, and more frequently under certain circumstances. Indefinite-lived intangible assets are subjected to this annual impairment test during the fourth quarter of the Company's fiscal year. Under the qualitative indefinite-lived intangible asset impairment assessment standard, management evaluates whether it is more likely than not that the indefinite-lived intangible assets are impaired. If it is determined that it is more likely than not, the Company proceeds with the next step of the impairment test, which compares the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value. If the Company determines through the impairment process that the indefinite-lived intangible asset has been impaired, the Company will record the impairment charge in its results of operation. Through March 31, 2017 , the Company has not had impaired goodwill. In the event that facts and circumstances indicate definite-lived intangible assets may be impaired, the Company evaluates the recoverability and estimated useful lives of such assets. If such indicators are present, recoverability is evaluated based on whether the sum of the estimated undiscounted cash flows attributable to the asset (group) in question is less than their carrying value. If less, the Company measures the fair value of the asset (group) and recognizes an impairment loss if the carrying amount of the assets exceeds their respective fair values. Impairment of Long-Lived Assets The Company assesses whether indicators of impairment of long-lived assets are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying value. If less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals or other methods. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment loss through a charge to operating results to the extent the present value of anticipated net cash flows attributable to the asset are less than the asset's carrying value. The Company would depreciate the remaining value over the remaining estimated useful life of the asset. Share-Based Compensation The Company has equity incentive plans under which non-qualified stock options and restricted stock units (RSUs) have been granted to employees and non-employee members of the Board of Directors. For the past several years the Company has |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Mar. 31, 2017 | |
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 valued at $486.1 million based on the closing price of the Company's common stock on April 4, 2016 and incurred transaction and other fees of approximately $ 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 . In addition to the consideration transferred, the Company recognized in its consolidated financial statements $653.1 million in liabilities of Atmel consisting of debt, taxes payable and deferred, pension obligations, restructuring, and contingent and other liabilities. 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 amounts borrowed 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 radio frequency 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 table below represents the final allocation of the purchase price, including adjustments to the purchase price allocation from the previously reported figures at June 30, 2016, 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 As of June 30, 2016 Adjustments March 31, 2017 Cash and cash equivalents $ 230,266 $ — $ 230,266 Accounts receivable 135,427 5,932 141,359 Inventories 333,208 1,955 335,163 Prepaid expenses and other current assets 28,360 — 28,360 Assets held for sale 24,394 7,612 32,006 Property, plant and equipment 129,587 297 129,884 Goodwill 1,378,317 (91,946 ) 1,286,371 Purchased intangible assets 1,880,245 8,147 1,888,392 Long-term deferred tax assets 49,466 (2,766 ) 46,700 Other assets 5,948 1,587 7,535 Total assets acquired 4,195,218 (69,182 ) 4,126,036 Liabilities assumed Accounts payable (55,686 ) — (55,686 ) Other current liabilities (119,152 ) (1,803 ) (120,955 ) Long-term line of credit (192,000 ) — (192,000 ) Deferred tax liabilities (74,334 ) 46,782 (27,552 ) Long-term income tax payable (174,380 ) 59,203 (115,177 ) Other long-term liabilities (106,688 ) (35,000 ) (141,688 ) Total liabilities assumed (722,240 ) 69,182 (653,058 ) Purchase price allocated $ 3,472,978 $ — $ 3,472,978 Purchased Intangible Assets Weighted Average Useful Life April 4, 2016 (in years) (in thousands) Core and developed technology 11 $ 1,074,987 In-process research and development — 140,700 Customer-related 6 630,600 Backlog 1 40,300 Other 5 1,805 Total purchased intangible assets $ 1,888,392 Purchased intangible assets include core and developed technology, in-process research and development, customer-related intangibles, acquisition-date backlog and other intangible assets. The estimated fair values of the core and developed technology and in-process research and development were determined based on the present value of the expected cash flows to be generated by the respective existing technology or future technology. The core and developed technology intangible assets are being amortized in a manner based on the expected cash flows used in the initial determination of fair value. In-process research and development is capitalized until such time as the related projects are completed or abandoned at which time the capitalized amounts will begin to be amortized or written off. Customer-related intangible assets consist of 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 period. The total weighted average amortization period of intangible assets acquired as a result of the Atmel transaction is 9 years. Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Thus, approximately $ 178.1 million was established as a net deferred tax liability for the future amortization of the intangible assets. The amount of continuing Atmel net sales included in the Company's consolidated statements of operations for the year ended March 31, 2017 was approximately $1,062.6 million . The amount of Atmel's net loss from continuing operations included in the Company's consolidated statements of operations was $314.3 million for the year ended March 31, 2017 . The following unaudited pro-forma consolidated results of operations for the years ended March 31, 2017 and 2016 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, amortization of purchased intangible assets, distributor revenue recognition adjustments and share-based compensation due to accelerated vesting of outstanding equity awards. 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): Year Ended Ended March 31, 2017 2016 Net sales $ 3,494 $ 3,159 Net income (loss) from continuing operations $ 337 $ (384 ) Basic net income (loss) per common share $ 1.55 $ (1.80 ) Diluted net income (loss) per common share $ 1.43 $ (1.80 ) 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 by the Company in the open market during the fiscal 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 amounts borrowed under its 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 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 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. The purchase price allocation was finalized as of June 30, 2016 (amounts in thousands): Assets acquired Cash and cash equivalents $ 99,196 Accounts receivable, net 14,096 Inventories 73,468 Prepaid expenses and other current assets 10,652 Property, plant and equipment, net 38,491 Goodwill 440,978 Purchased intangible assets 273,500 Other assets 4,268 Total assets acquired 954,649 Liabilities assumed Accounts payable (11,068 ) Other current liabilities (31,552 ) Deferred tax liabilities (88,035 ) Long-term income tax payable (7,637 ) Other long-term liabilities (127 ) Total liabilities assumed (138,419 ) Purchase price allocated $ 816,230 Purchased Intangible Assets Weighted Average Useful Life August 3, 2015 (in years) (in thousands) Core and developed technology 10 $ 175,800 In-process research and development — 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 research and development is capitalized until such time as the related projects are completed or abandoned at which time the capitalized amounts will begin to be amortized or written off. Customer-related intangible assets consist of 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. Acquisition of ISSC On July 17, 2014, the Company acquired an 83.5% interest in Taiwan-based ISSC, a leading provider of low power Bluetooth and advanced wireless solutions for the Internet of Things (IoT) market. The Company acquired the 83.5% ownership interest through a tender offer process. After the completion of the tender offer, the Company continued to acquire additional shares of ISSC, and as of June 30, 2015, the Company had completed the acquisition of 100% of the outstanding shares of ISSC. The noncontrolling interest in the Company's net income from ISSC for fiscal 2016 and fiscal 2015 of $0.2 million and $3.7 million , respectively, has been excluded from net income attributable to the Company in the Company's consolidated statements of income. The acquisition was accounted for under the acquisition method of accounting. The table below represents the allocation of the purchase price to the net assets acquired based on their estimated fair values as of July 17, 2014 as well as the associated estimated useful lives of the acquired intangible assets at that date (amounts in thousands): Assets acquired Cash and cash equivalents $ 15,120 Short-term investments 27,063 Accounts receivable, net 8,792 Inventories 16,542 Prepaid expenses and other current assets 2,501 Property, plant and equipment, net 2,637 Goodwill 154,788 Purchased intangible assets (1) 147,800 Other assets 1,370 Total assets acquired 376,613 Liabilities assumed Accounts payable (9,860 ) Other current liabilities (16,535 ) Long-term income tax payable (4,791 ) Deferred tax liability (25,126 ) Other long-term liabilities (245 ) Total liabilities assumed (56,557 ) Net assets acquired including noncontrolling interest 320,056 Less: noncontrolling interest (52,467 ) Net assets acquired $ 267,589 (1) Purchased Intangible Assets Useful Life July 17, 2014 (in years) (in thousands) Core/developed technology 10 $ 68,900 In-process technology 10 27,200 Customer-related 3 51,100 Backlog 1 600 Total $ 147,800 Acquisition of Supertex On April 1, 2014, the Company acquired Supertex Inc., a publicly traded company based in Sunnyvale, California. Supertex is a leader in high voltage analog and mixed signal technologies, with a strong position in the medical, lighting and industrial control markets. The acquisition was accounted for under the acquisition method of accounting. The table below represents the allocation of the purchase price to the net assets acquired based on their estimated fair values as of April 1, 2014 as well as the associated estimated useful lives of the acquired intangible assets at that date (amounts in thousands): Assets acquired Cash and cash equivalents $ 14,790 Short-term investments 140,984 Accounts receivable, net 7,047 Inventories 27,630 Prepaid expenses 1,493 Deferred tax assets 2,456 Other current assets 12,625 Property, plant and equipment, net 15,679 Goodwill 143,160 Purchased intangible assets (1) 89,600 Other assets 325 Total assets acquired 455,789 Liabilities assumed Accounts payable (8,481 ) Accrued liabilities (19,224 ) Long-term income tax payable (3,796 ) Deferred tax liability (32,511 ) Total liabilities assumed (64,012 ) Net assets acquired $ 391,777 (1) Purchased Intangible Assets Useful Life April 1, 2014 (in years) (in thousands) Core/developed technology 10 $ 68,900 In-process technology 10 1,900 Customer-related 2 17,700 Backlog 1 1,100 Total $ 89,600 |
Special Charges and Other, Net
Special Charges and Other, Net | 12 Months Ended |
Mar. 31, 2017 | |
Other Nonrecurring (Income) Expense [Abstract] | |
Special Charges and Other, Net | Special Charges and Other, Net The following table summarizes activity included in the "special charges and other, net" caption on the Company's consolidated statements of operations (amounts in thousands): For The Years Ended March 31, 2017 2016 2015 Restructuring Employee separation costs $ 39,183 $ 9,577 $ 2,333 Impairment charges 12,579 — — Exit costs 44,040 686 — Other 2,806 900 507 Legal settlement costs — 4,294 — Insurance settlement — (11,500 ) — Total $ 98,608 $ 3,957 $ 2,840 The Company's restructuring activities result from its recent business combinations, including the acquisitions of Atmel and Micrel. These activities include workforce, property and other operating expense rationalizations as well as combining product roadmaps and manufacturing operations. In connection with these activities the Company has incurred employee separation costs, contract exit costs, other operating expenses and intangible asset impairment losses. The impairment losses were recognized as a result of changes in the combined product roadmaps after the acquisition of Atmel that affected the use and life of these assets. Exit costs for fiscal 2017 were $44.0 million , of which $39.0 million was recorded in the fourth quarter. The following is a rollforward of accrued restructuring charges for fiscal 2017 and fiscal 2016 (amounts in thousands): Employee Separation Costs Exit Costs Total Balance at March 31, 2015 - Restructuring Accrual $ 483 $ — $ 483 Charges 9,577 686 10,263 Payments (10,002 ) (686 ) (10,688 ) Balance at March 31, 2016 - Restructuring Accrual 58 — 58 Additions due to Atmel acquisition 6,277 — 6,277 Charges 39,183 44,040 83,223 Payments (38,893 ) (6,958 ) (45,851 ) Non-cash - Other (479 ) (2,331 ) (2,810 ) Changes in foreign exchange rates (672 ) — (672 ) Balance at March 31, 2017 - Restructuring Accrual $ 5,474 $ 34,751 $ 40,225 The restructuring liability of $5.5 million and $34.8 million is included in accrued liabilities and other long-term liabilities, respectively, on the Company's consolidated balance sheets as of March 31, 2017. |
Investments
Investments | 12 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 (amounts in thousands): Available-for-sale Securities Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Government agency bonds $ 227,089 $ 3 $ (227 ) $ 226,865 Municipal bonds - tax exempt 55,289 — (10 ) 55,279 Municipal bonds 10,000 43 — 10,043 Corporate bonds and debt 207,888 53 (169 ) 207,772 Marketable equity securities 707 879 — 1,586 Total $ 500,973 $ 978 $ (406 ) $ 501,545 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 Total $ 471,485 $ 447 $ (99 ) $ 471,833 At March 31, 2017 , the Company's available-for-sale securities are presented on the consolidated balance sheets as short-term investments of $ 394.1 million and long-term investments of $ 107.5 million . At March 31, 2016 , the Company's available-for-sale securities are presented on the 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 , $ 1,501.5 million and $ 273.9 million during the years ended March 31, 2017 , 2016 and 2015 , respectively. The Company sold available-for-sale investments during the first quarter of fiscal 2017 and 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 had no material net realized gains during the year ended March 31, 2017 and $ 13.7 million and $18.5 million from sales of available-for-sale marketable equity and debt securities during the years ended March 31, 2016 and 2015 , respectively. 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 income. 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): March 31, 2017 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Government agency bonds $ 196,875 $ (227 ) $ — $ — $ 196,875 $ (227 ) Municipal bonds - tax exempt 55,279 (10 ) — — 55,279 (10 ) Corporate bonds and debt 132,820 (169 ) — — 132,820 (169 ) Total $ 384,974 $ (406 ) $ — $ — $ 384,974 $ (406 ) 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 ) Management does not believe any of the unrealized losses represent an other-than-temporary impairment based on its evaluation of available evidence as of March 31, 2017 and the Company's intent is to hold these investments until these assets are no longer impaired. The amortized cost and estimated fair value of the available-for-sale securities at March 31, 2017 , by contractual maturity, excluding marketable equity securities of $1.6 million , which have no contractual maturity, are shown below (amounts in thousands). Expected maturities can differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties, and the Company views its available-for-sale securities as available for current operations. Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale Due in one year or less $ 342,673 $ 15 $ (188 ) $ 342,500 Due after one year and through five years 157,594 84 (219 ) 157,459 Due after five years and through ten years — — — — Due after ten years — — — — Total $ 500,267 $ 99 $ (407 ) $ 499,959 The amortized cost and estimated fair value of the available-for-sale securities at March 31, 2016 , by maturity, excluding marketable equity securities of $ 2.2 million , which have no contractual maturity, are shown below (amounts in thousands). Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale Due in one year or less $ 41,078 $ 5 $ (5 ) $ 41,078 Due after one year and through five years 428,212 434 (94 ) 428,552 Due after five years and through ten years — — — — Due after ten years — — — — Total $ 469,290 $ 439 $ (99 ) $ 469,630 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 are as follows (amounts in thousands): Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Total Balance Assets Cash and cash equivalents: Money market mutual funds $ 343,815 $ — $ 343,815 Deposit accounts — 564,869 564,869 Short-term investments: Marketable equity securities 1,586 — 1,586 Corporate bonds and debt — 165,207 165,207 Government agency bonds — 161,973 161,973 Municipal bonds - tax exempt — 55,279 55,279 Municipal bonds — 10,043 10,043 Long-term investments: Corporate bonds and debt — 42,565 42,565 Government agency bonds — 64,892 64,892 Total assets measured at fair value $ 345,401 $ 1,064,828 $ 1,410,229 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) 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 fiscal 2017 or fiscal 2016. There were no assets measured on a recurring basis during fiscal 2017 using significant unobservable inputs (Level 3). The following table presents a reconciliation for all assets measured at fair value on a recurring basis, excluding accrued interest components, using significant unobservable inputs (Level 3) for the year ended March 31, 2016 (amounts in thousands): Year ended March 31, 2016 Auction Rate Securities Corporate Debt Total Gains (Losses) Balance at March 31, 2015 $ 9,825 $ 6,190 $ — Total gains (losses) (realized): Included in earnings 2,780 (3,995 ) (1,215 ) Purchases, sales, issuances, and settlements, net (12,605 ) — — Transfers out of Level 3 — (2,195 ) — Balance at March 31, 2016 $ — $ — $ (1,215 ) Transfers into or out of Level 3 are made if the inputs used in the financial models measuring the fair values of the assets became unobservable or observable, respectively, in the current marketplace. During the year ended March 31, 2016 , the Company transferred $2.2 million of corporate debt assets out of Level 3 as the inputs used to value these assets became observable in the current marketplace and were classified as Level 1 as of March 31, 2017 and 2016 . This transfer was effective on October 26, 2015. During the fourth quarter of fiscal 2016, the Company sold its ARS for proceeds of $12.6 million . At March 31, 2015, the Company's ARS for which auctions were unsuccessful were made up of securities related to the insurance industry valued at $ 9.8 million with a par value of $ 22.4 million . During the period the Company held the ARS, the Company estimated the fair value of its ARS, which were classified as Level 3 securities, based on the following: (i) the underlying structure of each security; (ii) the present value of future principal and interest payments discounted at rates considered to reflect current market conditions; (iii) consideration of the probabilities of default, auction failure, or repurchase at par for each period; and (iv) estimates of the recovery rates in the event of default for each security. The significant unobservable inputs used in the fair value measurement of the ARS were estimated risk free discount rates, liquidity risk premium, and the liquidity horizon. The risk free discount rate applied to these securities was 2.0% to 2.5% adjusted for the liquidity risk premium which ranged from 9.1% to 29.5% . The anticipated liquidity horizon ranged from 7 to 10 years. Gains and losses recognized in earnings are credited or charged to other income (expense) on the consolidated statements of income. 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 the years ended March 31, 2017 , 2016 and 2015 . These investments are included in other assets on the consolidated balance sheets. 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 | 12 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 based upon unobservable inputs. The fair values of these investments have been determined as Level 3 fair value measurements. The fair values of amounts borrowed under the Company's line of credit 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. There were no outstanding borrowings under the revolving credit facility as of March 31, 2017. Based on the borrowing rates 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 March 31, 2016 approximated the carrying value and are considered Level 2 in the fair value hierarchy described in Note 5. 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 Debt The Company measures the fair value of its senior and junior subordinated convertible debt for disclosure purposes. These fair values are based on observable market prices for these debts, 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 debt as of March 31, 2017 and 2016 (amounts in thousands). As of March 31, 2017 and March 31, 2016 , the carrying amounts of the Company's senior and junior subordinated convertible debt have been reduced by debt issuances costs in the aggregate of $38.3 million and $20.8 million , respectively. See Note 11 for more information regarding the convertible debt. March 31, 2017 2016 Carrying Amount Fair Value Carrying Amount Fair Value 2017 Senior Debt $ 1,384,914 $ 2,106,225 $ — $ — 2015 Senior Debt $ 1,261,787 $ 2,481,708 $ 1,216,313 $ 1,762,088 2017 Junior Debt $ 262,298 $ 586,609 $ — $ — 2007 Junior Debt $ 49,952 $ 445,142 $ 193,936 $ 1,143,117 |
Other Financial Statement Detai
Other Financial Statement Details | 12 Months Ended |
Mar. 31, 2017 | |
Accounts Receivable, Net [Abstract] | |
Other Financial Statement Details | Other Financial Statement Details Accounts Receivable Accounts receivable consists of the following (amounts in thousands): March 31, 2017 2016 Trade accounts receivable $ 473,238 $ 289,013 Other 7,219 3,710 Total accounts receivable, gross 480,457 292,723 Less allowance for doubtful accounts 2,084 2,540 Total accounts receivable, net $ 478,373 $ 290,183 Inventories The components of inventories consist of the following (amounts in thousands): March 31, 2017 2016 Raw materials $ 14,430 $ 12,179 Work in process 268,281 208,283 Finished goods 134,491 86,353 Total inventories $ 417,202 $ 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. Property, Plant and Equipment Property, plant and equipment consists of the following (amounts in thousands): March 31, 2017 2016 Land $ 73,447 $ 63,907 Building and building improvements 499,668 458,379 Machinery and equipment 1,774,920 1,645,617 Projects in process 104,318 99,370 Total property, plant and equipment, gross 2,452,353 2,267,273 Less accumulated depreciation and amortization 1,769,015 1,657,877 Total property, plant and equipment, net $ 683,338 $ 609,396 Depreciation expense attributed to property, plant and equipment was $ 122.9 million , $ 103.9 million and $ 97.3 million for the fiscal years ending March 31, 2017 , 2016 and 2015 , respectively. During the quarter ended December 31, 2016, the Company began to actively market a 6-inch wafer fabrication facility it acquired as part of its acquisition of Micrel in August 2015. Subsequent to March 31, 2017, the Company completed the sale of these assets for proceeds of $10.0 million . As of March 31, 2017 , these assets consisting of property, plant and equipment were presented as held for sale in the Company's consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Discontinued operations include the mobile touch operations that the Company acquired as part of its acquisition of Atmel. The mobile touch assets had been marketed for sale since the Company's 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. On November 10, 2016, the Company completed the sale of the mobile touch assets to Solomon Systech (Limited) International, a Hong Kong based semiconductor company. The transaction included the sale of certain semiconductor products, equipment, customer list, backlog, and a license to certain other intellectual property and patents related to the Company's mobile touch product line. The Company also agreed to provide certain transition services to Solomon Systech, which were substantially complete as of March 31, 2017. For financial statement purposes, the results of operations for this discontinued business have been segregated from those of the continuing operations and are presented in the Company's consolidated financial statements as discontinued operations. The results of discontinued operations for the year ended March 31, 2017 are as follows (amounts in thousands): March 31, 2017 Net sales $ 18,334 Cost of sales 15,841 Operating expenses 10,650 Gain on Sale 643 Income tax benefit (1,561 ) Net loss from discontinued operations $ (5,953 ) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets consist of the following (amounts in thousands): March 31, 2017 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 1,932,329 $ (419,468 ) $ 1,512,861 Customer-related 716,945 (123,616 ) 593,329 Trademarks and trade names 11,700 (9,636 ) 2,064 In-process research and development 38,511 — 38,511 Distribution rights 5,578 (5,346 ) 232 Other 1,449 (354 ) 1,095 Total $ 2,706,512 $ (558,420 ) $ 2,148,092 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 research and development 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 year ended March 31, 2017 , as a result of the acquisition of Atmel, the Company acquired $ 1,215.7 million of core and developed technology which has a weighted average amortization period of 11 years, $ 630.6 million of customer-related intangible assets which have a weighted average amortization period of 6 years, $ 40.3 million of intangible assets related to backlog with an amortization period of 1 year and $1.8 million of other intangible assets which have a weighted average amortization period of 5 years. In fiscal 2017 , $ 156.7 million of in-process research and development intangible assets reached technological feasibility and was reclassified as core and developed technology and began being amortized over the respective estimated useful lives. The following is an expected amortization schedule for the intangible assets for fiscal 2018 through fiscal 2022 , absent any future acquisitions or impairment charges (amounts in thousands): Fiscal Year Ending March 31, Projected Amortization Expense 2018 $490,382 2019 361,988 2020 313,288 2021 256,930 2022 189,881 Amortization expense attributed to intangible assets was $ 346.3 million , $ 179.3 million and $ 181.0 million for fiscal years 2017 , 2016 and 2015 , respectively. In fiscal 2017 , $ 4.0 million was charged to cost of sales and $ 342.3 million was charged to operating expenses. In fiscal 2016 , $ 3.6 million was charged to cost of sales and $ 175.7 million was charged to operating expenses. In fiscal 2015 , $ 3.8 million was charged to cost of sales and $ 177.2 million was charged to operating expenses. During fiscal 2017, the Company recognized $ 11.9 million of intangible asset impairment changes, primarily as a result of the acquisition of Atmel. The impairment losses were recognized as a result of changes in the combined product roadmaps after the acquisition of Atmel that affected the use and life of these assets. The Company recognized impairment charges of $ 0.6 million and $ 1.9 million in fiscal 2016 and fiscal 2015 , respectively. Goodwill activity for fiscal 2017 and fiscal 2016 was as follows (amounts in thousands): Semiconductor Products Reporting Unit Technology Licensing Reporting Unit Balance at March 31, 2015 $ 552,071 $ 19,200 Additions due to the acquisition of Micrel 440,992 — Adjustments due to the acquisition of ISSC 389 — Balance at March 31, 2016 993,452 19,200 Additions due to the acquisition of Atmel 1,286,371 — Adjustments due to the acquisition of Micrel (14 ) — Balance at March 31, 2017 $ 2,279,809 $ 19,200 At March 31, 2017 , the Company applied a qualitative goodwill impairment test to its two reporting units, concluding it was not more likely than not that goodwill was impaired. Through March 31, 2017 , the Company has never recorded an impairment charge against its goodwill balance. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax provision consists of the following (amounts in thousands): Year Ended March 31, 2017 2016 2015 Pretax Income: U.S. $ (279,304 ) $ (75,515 ) $ (944 ) Foreign 369,091 356,808 346,851 $ 89,787 $ 281,293 $ 345,907 Current expense (benefit): U.S. Federal $ 21,287 $ (3,966 ) $ (3,185 ) State 1,004 (188 ) (24 ) Foreign 23,792 21,947 16,602 Total current $ 46,083 $ 17,793 $ 13,393 Deferred expense (benefit): U.S. Federal $ (114,743 ) $ (42,207 ) $ (22,641 ) State (5,409 ) (1,990 ) (1,562 ) Foreign (6,736 ) (16,228 ) (8,608 ) Total deferred (126,888 ) (60,425 ) (32,811 ) Total $ (80,805 ) $ (42,632 ) $ (19,418 ) The tax benefit associated with the Company's equity incentive plans reduced taxes currently payable by $ 2.4 million , $ 0.8 million and $ 1.2 million for the years ended March 31, 2017 , 2016 and 2015 , respectively. These amounts were credited to tax expense in fiscal year 2017 and to additional paid-in capital in fiscal years 2015 and 2016. The provision for income taxes differs from the amount computed by applying the statutory federal tax rate to income before income taxes. The sources and tax effects of the differences in the total income tax provision are as follows (amounts in thousands): Year Ended March 31, 2017 2016 2015 Computed expected income tax provision $ 31,425 $ 98,453 $ 121,067 State income taxes, net of federal benefits (4,609 ) (1,246 ) (20 ) Research and development tax credits - current year (12,852 ) (13,542 ) (9,703 ) Research and development tax credits - prior years — (2,511 ) (1,789 ) Foreign income taxed at lower than the federal rate (105,069 ) (114,497 ) (106,939 ) Increases related to current and prior year tax positions 53,695 14,462 19,769 Decreases related to prior year tax positions (1) (36,297 ) (12,103 ) (33,100 ) Withholding taxes 5,643 5,970 5,218 Change in valuation allowance 1,814 (2,482 ) (14,286 ) Intercompany prepaid tax asset amortization 7,931 (15,493 ) (1,089 ) Share-based compensation (24,998 ) — — Other 2,512 357 1,454 Total $ (80,805 ) $ (42,632 ) $ (19,418 ) (1) The release of prior year tax positions during fiscal 2017 increased each of the basic and diluted net income per common share by $0.17 and $0.15 , respectively. The release of prior year tax positions during fiscal 2016 increased the basic and diluted net income per common share by $0.06 . The release of prior year tax positions during fiscal 2015 increased each of the basic and diluted net income per common share by $0.16 and $0.15 , respectively. The foreign tax rate differential benefit primarily relates to the Company's operations in Thailand, Cayman and Ireland. The Company's Thailand manufacturing operations are currently subject to numerous tax holidays granted to the Company based on its investment in property, plant and equipment in Thailand. The Company's tax holiday periods in Thailand expire 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 effective tax rate. The aggregate dollar benefits derived from these tax holidays approximated $ 25.3 million , $ 6.0 million and $ 12.4 million in fiscal 2017 , 2016 and 2015 , respectively. No U.S. income taxes have been provided on the unremitted foreign earnings of approximately $4.3 billion as of March 31, 2017, with the exception of the pre-acquisition earnings of Supertex and SMSC, since the Company has the ability and intent to permanently reinvest these amounts. If such earnings were repatriated, additional tax expense may result, although the calculation of such additional taxes is not practicable. During the year ended March 31, 2017, the Company settled open tax positions related to the examination of fiscal years 2012 and 2011 by the U.S. Internal Revenue Service (IRS), fiscal years 2013, 2012, 2011 and 2010 by the German tax authorities, and fiscal years 2014, 2013 and 2012 by the French tax authorities. In addition, the Company benefited from the expiration of the statute of limitations and other releases related to previously accrued tax reserves. The total tax benefit associated with these items resulted in a reduction of income tax provision of approximately $36.3 million and a decrease in the effective tax rate of 40.4% in fiscal 2017. The tax effects of temporary differences that give rise to significant portions of the Company's deferred tax assets and deferred tax liabilities are as follows (amounts in thousands): March 31, 2017 2016 Deferred tax assets: Deferred income on shipments to distributors $ 55,674 $ 34,830 Inventory valuation 14,608 12,082 Net operating loss carryforward 91,606 63,209 Capital loss carryforward 12,927 5,707 Share-based compensation 42,547 31,410 Income tax credits 243,049 100,294 Property, plant and equipment 59,700 16,262 Accrued expenses and other 110,347 37,292 Gross deferred tax assets 630,458 301,086 Valuation allowances (210,120 ) (161,834 ) Deferred tax assets, net of valuation allowances 420,338 139,252 Deferred tax liabilities: Convertible debt (606,674 ) (496,626 ) Intangible assets (147,543 ) (20,597 ) Other (6,296 ) (6,416 ) Deferred tax liabilities (760,513 ) (523,639 ) Net deferred tax liability $ (340,175 ) $ (384,387 ) Reported as: Non-current deferred tax assets $ 68,870 $ 14,831 Non-current deferred tax liability (409,045 ) (399,218 ) Net deferred tax liability $ (340,175 ) $ (384,387 ) In assessing whether it is more likely than not that deferred tax assets will be realized, the Company considers all available evidence, both positive and negative, including its recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carryback and carryforward periods available to them for tax reporting purposes, and prudent and feasible tax planning strategies. The Company had federal, state and foreign NOL carryforwards with an estimated tax effect of $ 266.6 million available at March 31, 2017 . The federal and state NOL carryforwards expire at various times between 2017 and 2036 . The Company believes that it is more likely than not that the benefit from certain foreign and state NOL carryforwards will not be realized. In recognition of this risk, at March 31, 2017 , the Company has provided a valuation allowance of $ 72.6 million . The Company also has state tax credits with an estimated tax effect of $ 103.1 million available at March 31, 2017 . These state tax credits expire at various times between 2017 and 2036 . The Company believes that it is more likely than not that the full benefit from these state tax credits will not be realized, and therefore has provided a valuation allowance of $ 71.0 million . The Company has capital loss carryforwards with an estimated tax effect of $ 12.9 million available at March 31, 2017 . These capital loss carryforwards begin to expire in 2020 . The Company believes that it is more likely than not that the full benefit from these capital losses will not be realized, and therefore has provided a valuation allowance of $ 12.9 million . The Company had U.S foreign tax credits with an estimated tax effect of $ 47.7 million that expire at various times between 2017 and 2026 . The Company believes it is more likely than not that the benefit from these credits will not be fully realized and has provided a valuation allowance of $ 27.6 million . At March 31, 2017 , the Company had credits for increasing research activity in the amount of $ 128.5 million that expire at various times between 2017 and 2036 . At March 31, 2017, the Company had $ 5.8 million of alternative minimum tax credits that do not expire. The Company had refundable foreign tax credits of $41.3 million available at March 31, 2017. In addition, the Company had $ 19.9 million of withholding tax credits that expire at various times between 2022 and 2024 in foreign jurisdictions. The Company believes it is more likely than not that the benefit from these credits will not be fully realized and has provided a valuation allowance of $ 19.9 million . During the year ended March 31, 2016, the H.R. 2029 "Protecting Americans from Tax Hikes Act of 2015" was signed into law which extended certain business tax provisions through December 31, 2019, including IRC section 954(c)(6) dealing with the application of Subpart F to certain inter-company payments among controlled foreign corporations. The expiration of section 954(c)(6) and the other expired provisions could have a material impact on the Company's consolidated results of operations subsequent to the year ended March 31, 2020. The Company recognizes interest and penalties related to unrecognized tax benefits through income tax expense. The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. The Company files U.S. federal, U.S. state, and foreign income tax returns. For U.S. federal, and in general for U.S. state tax returns, the fiscal 2005 and later tax years remain effectively open for examination by tax authorities. For foreign tax returns, the Company is generally no longer subject to income tax examinations for years prior to fiscal 2007. Significant judgment is required in evaluating the Company's uncertain tax positions and determining its provision for income taxes. Although the Company believes that it has appropriately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different than expectations. The Company will adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate, the closing of a statutory audit period or changes in applicable tax law. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences could impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to the reserves that are considered appropriate, as well as related net interest. The Company recognizes liabilities for anticipated tax audit issues in the U.S. and other domestic and international tax jurisdictions based on its estimate of whether, and the extent to which, 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 law applied to the facts of each matter. The Company believes it maintains appropriate reserves to offset any potential income tax liabilities that may arise upon final resolution of matters for open tax years. If such reserve amounts ultimately prove to be unnecessary, the resulting reversal of such reserves could result in tax benefits being recorded in the period the reserves are no longer deemed necessary. If such amounts prove to be less than an ultimate assessment, a future charge to expense would be recorded in the period in which the assessment is determined. Although the timing of the resolution or closure of audits is highly uncertain, the Company does not believe that it is reasonably possible that the unrecognized tax benefits would materially change in the next 12 months. The following table summarizes the activity related to the Company's gross unrecognized tax benefits from April 1, 2014 to March 31, 2017 (amounts in thousands): Year Ended March 31, 2017 2016 2015 Beginning balance $ 220,669 $ 170,654 $ 149,878 Increases related to acquisitions 193,297 46,245 8,381 Decreases related to settlements with tax authorities (11,729 ) (7,954 ) (20,197 ) Decreases related to statute of limitation expirations (7,556 ) (4,591 ) (9,031 ) Increases related to current year tax positions 26,332 16,315 23,179 Decreases/Increases related to prior year tax positions (22,536 ) — 18,444 Ending balance $ 398,477 $ 220,669 $ 170,654 As of March 31, 2017 , the Company had accrued approximately $ 9.4 million related to the potential payment of interest on the Company's uncertain tax positions. 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. Interest was included in the provision for income taxes. The Company has accrued for approximately $ 66.1 million and $27.6 million in penalties related to its uncertain tax positions related primarily to its international locations as of March 31, 2017 and March 31, 2016 , respectively. Interest and penalties charged or (credited) to operations during the years ended March 31, 2017 , 2016 and 2015 related to the Company's uncertain tax positions were $ 5.8 million , $ 1.7 million and $ (1.8) million , respectively. The increase related to prior year tax positions for March 31, 2015 related primarily to a balance sheet reclassification from a valuation allowance to a reserve in the amount of $ 15.7 million . |
Debt and Credit Facility
Debt and Credit Facility | 12 Months Ended |
Mar. 31, 2017 | |
Convertible Debt [Abstract] | |
Debt and Credit Facility | Debt and Credit Facility Debt obligations included in the consolidated balance sheets consisted of the following (in millions): Coupon Interest Rate Effective Interest Rate Fair Value of Liability Component at Issuance (1) March 31, 2017 2016 Senior Indebtedness Credit Facility $ — $ 1,052.0 Senior Subordinated Convertible Debt 2017 Senior Debt, maturing February 15, 2027 1.625% 6.0% $1,396.3 $ 2,070.0 $ — 2015 Senior Debt, maturing February 15, 2025 1.625% 5.9% 1,160.1 1,725.0 1,725.0 Junior Subordinated Convertible Debt 2017 Junior Debt, maturing February 15, 2037 2.250% 7.5% 264.8 575.0 — 2007 Junior Debt, maturing December 15, 2037 2.125% 9.1% 41.0 143.8 575.0 Total Convertible Debt 4,513.8 2,300.0 Gross long-term debt including current maturities 4,513.8 3,352.0 Less: Debt discount (2) (1,516.5 ) (869.0 ) Less: Debt issuance costs (3) (46.8 ) (29.6 ) Net long-term debt including current maturities 2,950.5 2,453.4 Less: Current maturities (4) (50.0 ) — Net long-term debt $ 2,900.5 $ 2,453.4 (1) As each of the convertible instruments may be settled in cash upon conversion, for accounting purposes, they were bifurcated into a liability component and an equity component, which are both initially recorded at fair value. The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance. The resulting debt discount is being amortized to interest expense at the respective effective interest rate over the contractual term of the debt. (2) The unamortized discount includes the following (in millions): March 31, 2017 2016 2017 Senior Debt $ (667.5 ) $ — 2015 Senior Debt (446.6 ) (490.3 ) 2017 Junior Debt (309.3 ) — 2007 Junior Debt (93.1 ) (378.7 ) Total unamortized discount $ (1,516.5 ) $ (869.0 ) (3) Debt issuance costs include the following (in millions): March 31, 2017 2016 Senior Credit Facility $ (8.5 ) $ (8.8 ) 2017 Senior Debt (17.6 ) — 2015 Senior Debt (16.6 ) (18.4 ) 2017 Junior Debt (3.4 ) — 2007 Junior Debt (0.7 ) (2.4 ) Total debt issuance costs $ (46.8 ) $ (29.6 ) (4) Current maturities include the full balance of the 2007 junior debt. Ranking of Indebtedness - The Senior Subordinated Convertible Debt and Junior Subordinated Convertible Debt (collectively, the Convertible Debt) are unsecured obligations which are subordinated in right of payment to the amounts outstanding under the Company's Credit Facility. The Junior Subordinated Convertible Debt is expressly subordinated in right of payment to any existing and future senior debt of the Company (including the Senior Subordinated Convertible Debt) and is structurally subordinated in right of payment to the liabilities of the Company's subsidiaries. The Senior Subordinated Convertible Debt will rank senior to the Company's indebtedness that is expressly subordinated in right of payment, including the Junior Subordinated Convertible Debt and equal in right of payment to any of the Company's unsubordinated indebtedness that does not provide that it is senior to the Senior Subordinated Convertible Debt and junior in right of payment to any of the Company's secured, unsubordinated indebtedness to the extent of the value of the assets securing such indebtedness and junior to all indebtedness and other liabilities of the Company's subsidiaries. Summary of Conversion Features - Each series of Convertible Debt is convertible, subject to certain conditions, into cash, shares of the Company's common stock or a combination thereof, at the Company's election, at specified Conversion Rates (see table below), adjusted for certain events such as dividends declared. Up until the three-months immediately preceding the maturity date of the applicable series of Convertible Debt, each series of Convertible Debt is convertible only upon the occurrence of (1) the closing price of the Company's common stock exceeds the Conversion Price (see table below) by 130% for 20 days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter or (2) during the 5 business day period after any 10 consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day or (3) upon the occurrence of certain corporate events specified in the indenture of such series of Convertible Debt. In addition, if at the time of conversion the applicable price of the Company's common stock exceeds the applicable Conversion Price at such time, the applicable Conversion Rate will be increased by up to an additional maximum incremental shares rate, as determined pursuant to a formula specified in the indenture for the applicable series of Convertible Debt, and as adjusted for cash dividends paid since the issuance of such series of Convertible Debt. However, in no event will the applicable Conversion Rate exceed the applicable Maximum Conversion Rate specified in the indenture for the applicable series of Convertible Debt (see table below). The following table sets forth the applicable Conversion Rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable Maximum Incremental Share Rate (with the exception of the 2007 Junior Debt) and applicable Conversion Rates as adjusted for dividends paid since the applicable issuance date: Dividend adjusted rates as of March 31, 2017 Conversion Rate, adjusted Conversion Price, adjusted Maximum Incremental Rate, adjusted Maximum Conversion Rate, adjusted 2017 Senior Debt 9.9435 $ 100.57 4.9718 14.1695 2015 Senior Debt 15.5063 $ 64.49 7.7531 21.7087 2017 Junior Debt 10.1211 $ 98.80 5.0606 14.1695 2007 Junior Debt 42.1312 $ 23.74 NA 48.4509 As of March 31, 2017, the holders of the 2007 Junior Debt had the right to convert their debentures between April 1, 2017 and June 30, 2017 because the Company's common stock has exceeded the Conversion Price by 130% for the specified period of time during the quarter ended March 31, 2017. In addition, the Company has the option and intent to call the 2007 Junior Debt on or after December 15, 2017. Therefore, the 2007 Junior Debt is classified as short-term on the consolidated balance sheet as of March 31, 2017. If the Company does not call the 2007 Junior Debt in December 2017, additional interest will be due on the notes based on the trading value of the notes of 0.25% 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. The if-converted value of the debentures exceeded the principal amount by $303.1 million at March 31, 2017. As of March 31, 2017, the 2015 Senior Debt is not convertible but had a value if converted above par of $248.5 million . The Company may not redeem any series of Convertible Debt prior to the relevant maturity date and no sinking fund is provided for any series of Convertible Debt. Upon the occurrence of a fundamental change as defined in the applicable indenture of such series of Convertible Debt, holders of such series may require the Company to purchase all or a portion of their Convertible Debt for cash at a price equal to 100% of the principal amount plus any accrued and unpaid interest. Interest expense includes the following (in millions): Year Ended March 31, 2017 2016 2015 Debt issuance amortization $ 2.1 $ 1.8 $ 0.4 Amortization of debt discount - non cash interest expense 56.1 48.0 14.8 Coupon interest expense 44.5 40.2 26.6 Total $ 102.7 $ 90.0 $ 41.8 The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 9.88 years , 7.88 years , 19.88 years , 20.71 years for the 2017 Senior Debt and 2015 Senior Debt and the 2017 Junior Debt and 2007 Junior Debt, respectively. Issuances and Settlements - In February 2017, the Company issued the 2017 Senior Debt and 2017 Junior Debt for net proceeds of $2,043.6 million and $567.7 million , respectively. In connection with the issuance of these instruments, the Company incurred issuance costs of $33.7 million , of which $17.8 million and $3.4 million was recorded as debt issuance costs related to the 2017 Senior Debt and 2017 Junior Debt, respectively, and will be amortized using the effective interest method over the term of the debt. The balance of $12.5 million in fees was recorded to equity. Interest on both instruments is payable semi-annually on February 15 and August 15 of each year. In February 2015, the Company issued the 2015 Senior Debt for net proceeds of approximately $1,694.7 million . In connection with the issuance, the Company incurred issuance costs of $30.3 million, of which $20.4 million was recorded as debt issuance costs and will be amortized using the effective interest method over the term of the debt. The balance of $9.9 million was recorded to equity. The Company utilized the proceeds from the issuances of the 2017 debt and 2015 debt to reduce amounts borrowed under its Credit Facility and to settle a portion of the 2007 Junior Debt. In February 2017 and February 2015, the Company settled $431.3 million and $575.0 million , respectively, in aggregate principal of its 2007 Junior Debt. In the case of the 2015 settlement, cash only was used to settle the value. The consideration transferred in February 2017 included cash of $431.3 million and an aggregate of 12.0 million shares of the Company's stock valued at $862.7 million for total consideration of $1,293.9 million , of which $188.0 million was allocated to the liability component and $1,105.9 million was allocated to the equity component. In addition, there was an inducement fee of $5.0 million which was recorded in the consolidated statement of income in loss on settlement of convertible debt. The consideration transferred in February 2015 was $1,134.6 million , of which $238.3 million was allocated to the liability component and $896.3 million was allocated to the equity component. In the case of both settlements, the consideration was allocated to the liability and equity components using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt prior to the retirement. The transactions resulted in a loss on settlement of convertible debt of approximately $43.9 million and $50.6 million in fiscal 2017 and fiscal 2015, respectively, which represented, in each case, the difference between the fair value of the liability component at time of repurchase and the sum of the carrying values of the debt component and any unamortized debt issuance costs. Credit Facility The Company maintains a $2.774 billion capacity credit facility which is made up of two tranches, one available until February 4, 2020 and another available through June 27, 2018, the maturity date of the original credit agreement. The credit facility was amended in February 2017 and February 2015. The financial covenants include, among others, limits on the Company's consolidated senior ratio and total leverage ratio. The maximum Total Leverage Ratio (capitalized terms not otherwise defined in this Form 10-K have the meaning of the defined terms in the applicable agreements) cannot exceed 5.00 to 1.00 and is calculated as the Consolidated Total Indebtedness, excluding the Junior Debt up to a $700 million maximum, to Consolidated EBIDTA for a period of four quarters. The Total Leverage Ratio may be temporarily increased to 5.50 to 1.00 for a period of four consecutive quarters in conjunction with a Permitted Acquisition occurring during the first four quarters following the acquisition. The Total Leverage Ratio then decreases to 5.25 to 1.00 for three consecutive quarters, finally returning to the stated 5.00 to 1.00 Total Leverage Ratio 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, not more than one time from and after February 8, 2017, the effective date of the February 2017 amendment (discussed below), and may elect to terminate an Adjusted Covenant Period prior to the end of the Adjusted Covenant Period. The Credit Facility also requires the Senior Leverage Ratio not exceed 3.50 to 1.00, which is calculated as Consolidated Senior Indebtedness, to Consolidated EBIDTA for four consecutive quarters. The Company is also required to comply with an Interest Coverage Ratio of less than 3.50 to 1.00, measured quarterly. The credit agreement has a $ 125 million foreign currency sublimit, a $ 25 million letter of credit sublimit and a $25 million swingline loan sublimit. The Company has the option to obtain additional tranche commitments or additional indebtedness as long as the Senior Leverage Ratio is equal to or less than 2.50 to 1.00. In February 2017, the Company used a portion of the proceeds of $1,682.5 million from the issuance of the 2017 Senior Debt and 2017 Junior Debt to pay off the balance on its line of credit in full. In connection with the February 2017 amendment to the Credit Agreement, the Company incurred $2.1 million of issuance fees which will be amortized over the term of the facility and for which the balance is recorded net of any outstanding Credit Facility balance. At March 31, 2017 , there were no outstanding borrowings under the revolving credit facility compared to $1,052.0 million at March 31, 2016 . 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. In addition, in connection with the February 2017 amendment, the Company and the guarantor subsidiaries granted a security interest in substantially all of their personal property to secure the obligations under the credit agreement. 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 $42.9 million in fiscal 2017 , approximately $18.9 million in fiscal 2016 and approximately $ 19.9 million in fiscal 2015 . 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 Company 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 credit agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, incur subsidiary indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into certain transactions with affiliates, pay dividends or make distributions, repurchase stock, enter into restrictive agreements and enter into sale and leaseback transactions, in each case subject to customary exceptions for a credit facility of this size and type. The Company is also required to maintain compliance with a senior leverage ratio, a total leverage ratio and an interest coverage ratio, all measured quarterly and calculated on a consolidated bases. At March 31, 2017 , 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. |
Contingencies
Contingencies | 12 Months Ended |
Mar. 31, 2017 | |
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. As a result of its acquisition of Atmel, which closed April 4, 2016, the Company became involved with the following lawsuits: In re: Continental Airbag Products Liability Litigation . On May 11, 2016, an Amended and Consolidated Class Action Complaint ("Complaint") was filed in the United States District Court for the Southern District of Florida (Miami Division) against Atmel, Continental Automotive Systems, Inc., Honda Motor Co., Ltd. and an affiliate, and Daimler AG and an affiliate. The Complaint which includes claims arising under federal law and Florida, California, New Jersey, Michigan and Louisiana state law alleges that class members unknowingly purchased or leased vehicles containing defective airbag control units (incorporating allegedly defective application specific integrated circuits manufactured by the Company's Atmel subsidiary between 2006 and 2010), and thereby suffered financial harm, including a loss in the value of their purchased or leased vehicles. The plaintiffs are seeking, individually and on behalf of a putative class, unspecified compensatory and exemplary damages, statutory penalties, pre- and post-judgment interest, attorneys' fees, and injunctive and other relief. The Company's Atmel subsidiary contested plaintiffs' claims vigorously, and on May 23, 2017 the case was ordered to be dismissed. Continental Claim ICC Arbitration. On December 29, 2016, Continental Automotive GmbH ("Continental") filed a Request for Arbitration with the ICC, naming as respondents the Company's subsidiaries Atmel Corporation, Atmel SARL, Atmel Global Sales Ltd., and Atmel Automotive GmbH (collectively, “Atmel”). The Request alleges that a quality issue affecting Continental airbag control units in certain recalled vehicles stems from allegedly defective Atmel application specific integrated circuits (“ASICs”). The Continental airbag control units, ASICs and vehicle recalls are also at issue in In re: Continental Airbag Products Liability Litigation , described above. Continental seeks to recover from Atmel all related costs and damages incurred as a result of the vehicle manufacturers’ airbag control unit-related recalls, currently alleged to be $61.6 million (but subject to increase). The Company's Atmel subsidiaries intend to defend this action vigorously. Southern District of New York Action by LFoundry Rousset ("LFR") and LFR Employees . On March 4, 2014, LFR and Jean-Yves Guerrini, individually and on behalf of a putative class of LFR employees, filed an action in the United States District Court for the Southern District of New York (the "District Court") against the Company's Atmel subsidiary, French subsidiary, Atmel Rousset S.A.S. ("Atmel Rousset"), and LFoundry GmbH ("LF"), LFR's German parent. The case purports to relate to Atmel Rousset's June 2010 sale of its wafer manufacturing facility in Rousset, France to LF, and LFR's subsequent insolvency, and later liquidation, more than three years later. The District Court dismissed the case on August 21, 2015, and the United States Court of Appeals for the Second Circuit affirmed the dismissal on June 27, 2016. On July 25, 2016, the plaintiffs filed a notice of appeal from the District Court's June 27, 2016 denial of their motion for relief from the dismissal judgment. On May 19, 2017, the United States Court of Appeals for the Second Circuit affirmed the June 27, 2016 order dismissing the case. Individual Labor Actions by former LFR Employees . In the wake of LFR's insolvency and liquidation, over 500 former employees of LFR have filed individual labor actions against Atmel Rousset in a French labor court. The Company's Atmel Rousset subsidiary believes that each of these actions is entirely devoid of merit, and, further, that any assertion by any of the Claimants of a co-employment relationship with the Atmel Rousset subsidiary is based substantially on the same specious arguments that the Paris Commercial Court summarily rejected in 2014 in related proceedings. The Company's Atmel Rousset subsidiary therefore intends to defend vigorously against each of these claims. The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has been or will be incurred, the Company accrues for all probable and reasonably estimable losses. Where the Company can reasonably estimate a range of losses it may incur regarding such a matter, the Company records an accrual for the amount within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, the Company uses the amount that is the low end of such range. As of March 31, 2017 , 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 $151.5 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 March 31, 2017 . |
Stock Repurchase Activity
Stock Repurchase Activity | 12 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stock Repurchase Activity | Stock Repurchase Activity 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 20.0 million shares of common stock from the approximately 2.5 million shares remaining under the prior authorization. During fiscal 2016, the Company repurchased 8.6 million shares under this authorization for $ 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 fiscal 2017 and fiscal 2015. There is no expiration date associated with this repurchase program. As of March 31, 2017, approximately 20.4 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. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Defined Benefit Plans In connection with its 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 is as follows (amounts in thousands): Year Ended March 31, 2017 Service costs $ 1,430 Interest costs 962 Settlements 511 Net pension period cost $ 2,903 The change in projected benefit obligation and the accumulated benefit obligation, were as follows (amounts in thousands): Projected benefit obligation at April 4, 2016 $ 40,313 Service cost 1,430 Interest cost 962 Settlements 511 Actuarial losses 7,969 Benefits paid (440 ) Foreign currency exchange rate changes (322 ) Projected benefit obligation at March 31, 2017 $ 50,423 Accumulated benefit obligation at March 31, 2017 45,610 As the defined benefit plans are unfunded, the liability recognized on the Company's consolidated balance sheets as of March 31, 2017 was $50.4 million of which $0.7 million is included in accrued liabilities and $49.7 million is included in other long-term liabilities. Weighted average actuarial assumptions used to determine benefit obligations for the plans were as follows at March 31, 2017 : Weighted average assumed discount rate 1.82% Weighted average assumed compensation rate of increase 2.90% 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 2018 through 2027 are as follows (amounts in thousands): Fiscal Year Ending March 31, Expected Benefit Payments 2018 $ 700 2019 714 2020 1,017 2021 1,033 2022 1,549 2023 through 2027 8,664 Total $ 13,677 The Company's pension liability represents the present value of estimated future benefits to be paid. Net actuarial losses for the year ended March 31, 2017 are primarily due to movements in the discount rates used to calculate the present value of pension obligations. Net actuarial losses, which are included in accumulated other comprehensive loss in the Company's consolidated balance sheets as of March 31, 2017 , will be recognized as a component of net periodic cost over the average remaining service period. The Company's net periodic pension cost for fiscal 2018 is expected to be approximately $2.6 million . In connection with the acquisition of SMSC in August 2012, the Company assumed an unfunded Supplemental Executive Retirement Plan ("SERP"), which provides former SMSC senior management with retirement, disability and death benefits. An amendment to the SERP was executed on November 3, 2009, freezing the benefit level for existing participants as of February 28, 2010 and closing the SERP to new participants. As of March 31, 2017 , the projected benefit obligation is $ 4.7 million . Annual benefit payments and contributions under this plan are expected to be approximately $ 0.5 million in fiscal 2018 and approximately $ 3.7 million cumulatively in fiscal 2019 through fiscal 2027. Defined Contribution Plans The Company maintains a contributory profit-sharing plan for its domestic employees meeting certain eligibility and service requirements. The plan qualifies under Section 401(k) of the Internal Revenue Code of 1986, as amended, and allows employees to contribute up to 60% of their base salary, subject to maximum annual limitations prescribed by the IRS. The Company has a discretionary matching contribution program. All matches are provided on a quarterly basis and require the participant to be an active employee at the end of the applicable quarter. During fiscal 2017 , 2016 and 2015 , the Company's matching contributions to the plan totaled $ 8.2 million , $ 4.4 million and $ 3.9 million , respectively. The Company's 2001 Employee Stock Purchase Plan (the 2001 Purchase Plan) became effective on March 1, 2002 . Under the 2001 Purchase Plan, eligible employees of the Company may purchase shares of common stock at semi-annual intervals through periodic payroll deductions. The purchase price in general will be 85% of the lower of the fair market value of the common stock on the first day of the participant's entry date into the offering period or of the fair market value on the semi-annual purchase date. Depending upon a participant's entry date into the 2001 Purchase Plan, purchase periods under the 2001 Purchase Plan consist of overlapping periods of either 24 , 18 , 12 or 6 months in duration. In May 2003 and August 2003 , the Company's Board and stockholders, respectively, each approved an annual automatic increase in the number of shares reserved under the 2001 Purchase Plan. The automatic increase took effect on January 1, 2005 , and on each January 1 thereafter during the term of the plan, and is equal to the lesser of (i) 1,500,000 , (ii) one half of one percent ( 0.5% ) of the then outstanding shares of the Company's common stock, or (iii) such lesser amount as is approved by Board of Directors . On January 1, 2017 and 2016, an additional 1,077,150 shares and 1,017,492 shares, respectively, were reserved under the 2001 Purchase Plan based on the automatic increase. Upon the approval of the Board of Directors, there were no shares added under the 2001 Purchase Plan on January 1, 2015 based on the automatic increase provision. Since the inception of the 2001 Purchase Plan, 13,372,504 shares of common stock have been reserved for issuance and 7,230,790 shares have been issued under this purchase plan. During fiscal 1995, a purchase plan was adopted for employees in non-U.S. locations. Such plan provided for the purchase price per share to be 100% of the lower of the fair market value of the common stock at the beginning or end of the semi-annual purchase plan period. Effective May 1, 2006, the Company's Board of Directors approved a purchase price per share equal to 85% of the lower of the fair market value of the common stock at the beginning or end of the semi-annual purchase plan period. On May 1, 2006, the Company's Board of Directors approved an annual automatic increase in the number of shares reserved under the plan. The automatic increase took effect on January 1, 2007, and on each January 1 thereafter during the term of the plan, and is equal to one tenth of one percent ( 0.1% ) of the then outstanding shares of the Company's common stock. On January 1, 2017 and 2016, an additional 215,430 shares and 203,498 shares, respectively, were reserved under the plan based on the automatic increase. Upon the approval of the Board of Directors, there were no shares added under the plan on January 1, 2015 based on the automatic increase provision. Since the inception of this purchase plan, 1,919,213 shares of common stock have been reserved for issuance and 1,184,507 shares have been issued under this purchase plan. Effective January 1, 1997 , the Company adopted a non-qualified deferred compensation arrangement. This plan is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of highly compensated employees as defined in ERISA Sections 201, 301 and 401. There are no Company matching contributions made under this plan. The Company has management incentive compensation plans which provide for bonus payments, based on a percentage of base salary, from an incentive pool created from operating profits of the Company, at the discretion of the Board of Directors. During fiscal 2017 , 2016 and 2015 , $ 41.5 million , $ 19.1 million and $ 24.2 million were charged against operations for these plans, respectively. The Company also has a plan that, at the discretion of the Board of Directors, provides a cash bonus to all employees of the Company based on the operating profits of the Company. During fiscal 2017 , 2016 and 2015 , $ 28.2 million , $ 14.2 million and $ 15.9 million , respectively, were charged against operations for this plan. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation Share-Based Compensation Expense The following table presents the details of the Company's share-based compensation expense (amounts in thousands): Year Ended March 31, 2017 2016 2015 Cost of sales $ 18,713 (1) $ 8,252 (1) $ 9,010 (1) Research and development 46,801 32,022 28,164 Selling, general and administrative 62,641 31,146 21,422 Pre-tax effect of share-based compensation 128,155 71,420 58,596 Income tax benefit 44,214 (2) 23,012 10,640 Net income effect of share-based compensation $ 83,941 $ 48,408 $ 47,956 (1) During the year ended March 31, 2017 , $ 11.3 million of share-based compensation expense was capitalized to inventory. The amount of share-based compensation included in cost of sales during fiscal 2017 included $14.5 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 year ended March 31, 2016 , $ 7.9 million of share-based compensation expense was capitalized to inventory, and $ 8.3 million of previously capitalized share-based compensation expense in inventory was sold. During the year ended March 31, 2015 , $ 6.8 million of share-based compensation expense was capitalized to inventory, and $ 9.0 million of previously capitalized share-based compensation expense in inventory was sold. (2) Amounts exclude excess tax benefits related to share-based compensation of $25.0 million for the year ended March 31, 2017 . The Company elected to early adopt ASU 2016-09 effective April 1, 2016. Prior to the adoption of ASU 2016-09, the Company recognized excess tax benefits related to share-based compensation in additional paid-in capital. Refer to Note 1 for additional information on the adoption of this standard. The amount of unearned share-based compensation currently estimated to be expensed in the remainder of fiscal 2018 through fiscal 2022 related to unvested share-based payment awards at March 31, 2017 is $ 166.8 million . The weighted average period over which the unearned share-based compensation is expected to be recognized is approximately 2.15 years. Atmel Acquisition-related Equity Awards In connection with the acquisition of Atmel, the Company assumed certain 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 year ended March 31, 2017, the Company recognized $58.6 million of share-based compensation expense in connection with the acquisition of Atmel, of which $39.6 million was due to the accelerated vesting of outstanding equity awards upon termination of certain Atmel employees. Combined Incentive Plan Information RSU share activity under the 2004 Plan is set forth below: Number of Shares Weighted Average Grant Date Fair Value Nonvested shares at March 31, 2014 5,530,034 $ 30.13 Granted 1,446,968 42.02 Forfeited (266,415 ) 32.45 Vested (1,441,671 ) 26.96 Nonvested shares at March 31, 2015 5,268,916 34.15 Granted 2,479,729 38.91 Assumed upon acquisition 525,442 40.58 Forfeited (360,072 ) 38.20 Vested (1,606,273 ) 32.47 Nonvested shares at March 31, 2016 6,307,742 36.76 Granted 1,635,655 51.46 Assumed upon acquisition 2,059,524 46.57 Forfeited (722,212 ) 43.58 Vested (2,861,253 ) 38.60 Nonvested shares at March 31, 2017 6,419,456 $ 42.06 The total intrinsic value of RSUs which vested during the years ended March 31, 2017 , 2016 and 2015 was $ 166.1 million , $ 72.1 million and $ 67.6 million , respectively. The aggregate intrinsic value of RSUs outstanding at March 31, 2017 was $ 473.6 million , calculated based on the closing price of the Company's common stock of $73.78 per share on March 31, 2017 . At March 31, 2017 , the weighted average remaining expense recognition period was 2.19 years. Stock option and stock appreciation right (SAR) activity under the Company's stock incentive plans in the three years ended March 31, 2017 is set forth below: Number of Shares Weighted Average Exercise Price per Share Outstanding at March 31, 2014 573,611 $ 24.75 Granted 27,654 46.66 Assumed upon acquisition 666,586 29.33 Exercised (477,618 ) 26.42 Canceled (105,934 ) 28.17 Outstanding at March 31, 2015 684,299 28.41 Granted 244 41.09 Assumed upon acquisition 604,900 35.03 Exercised (221,987 ) 25.30 Canceled (153,948 ) 31.52 Outstanding at March 31, 2016 913,508 33.00 Exercised (437,906 ) 34.34 Canceled (42,485 ) 34.26 Outstanding at March 31, 2017 433,117 $ 31.51 The total intrinsic value of options and SARs exercised during the years ended March 31, 2017 , 2016 and 2015 was $ 9.6 million , $ 4.7 million and $ 9.6 million , respectively. This intrinsic value represents the difference between the fair market value of the Company's common stock on the date of exercise and the exercise price of each equity award. The aggregate intrinsic value of options and SARs outstanding at March 31, 2017 was $ 18.3 million . The aggregate intrinsic value of options and SARS exercisable at March 31, 2017 was $ 11.7 million . The aggregate intrinsic values were calculated based on the closing price of the Company's common stock of $73.78 per share on March 31, 2017 . As of March 31, 2017 and 2016 , the number of option and SAR shares exercisable was 264,061 and 553,844 , respectively, and the weighted average exercise price per share was $ 29.59 and $ 32.33 , respectively. The weighted average fair values per share of stock options granted in the years ended March 31, 2016 and 2015 was $ 8.85 and $ 9.00 , respectively. The fair values per share of stock options granted in the years ended March 31, 2016 and 2015 were estimated utilizing the following assumptions: Year Ended March 31, 2016 2015 Expected term (in years) 6.5 6.5 Volatility 29.50 % 26.65 % Risk-free interest rate 1.54 % 1.59 % Dividend yield 3.00 % 3.00 % There were no stock options granted in the year ended March 31, 2017 . |
Commitments
Commitments | 12 Months Ended |
Mar. 31, 2017 | |
Commitments [Abstract] | |
Commitments | Commitments The Company leases office space, a manufacturing facility, and transportation and other equipment under operating leases which expire at various dates through March 31, 2022. The future minimum lease commitments under these operating leases at March 31, 2017 were as follows (amounts in thousands): Year Ending March 31, Amount 2018 $ 26,259 2019 21,114 2020 14,920 2021 11,645 2022 11,038 Thereafter 2,423 Total minimum payments $ 87,399 The terms of the leases do not contain significant restriction provisions and usually contain standard rent escalation clauses as well as options for renewal. Rental expense under operating leases totaled $ 35.4 million , $ 23.3 million and $ 23.8 million for fiscal 2017 , 2016 and 2015 , respectively. Commitments for construction or purchase of property, plant and equipment totaled $ 45.5 million as of March 31, 2017 , all of which will be due within the next year. Other purchase obligations and commitments totaled approximately $ 107.4 million as of March 31, 2017 . Other purchase obligations and commitments include payments due under various types of licenses and approximately $ 98.3 million of outstanding purchase commitments with the Company's wafer foundries for delivery in fiscal 2018 . |
Geographic and Segment Informat
Geographic and Segment Information | 12 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Geographic and Segment Information | Geographic and Segment Information The Company's reporting segments include 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 revenues and gross profit for each segment (amounts in thousands): Years ended March 31, 2017 2016 2015 Net Sales Gross Profit Net Sales Gross Profit Net Sales Gross Profit Semiconductor products $ 3,316,651 $ 1,666,040 $ 2,084,210 $ 1,116,340 $ 2,057,443 $ 1,139,971 Technology licensing 91,156 91,156 89,124 89,124 89,593 89,593 Total $ 3,407,807 $ 1,757,196 $ 2,173,334 $ 1,205,464 $ 2,147,036 $ 1,229,564 The Company sells its products to distributors and original equipment manufacturers (OEMs) in a broad range of market segments, performs on-going credit evaluations of its customers and, as deemed necessary, may require collateral, primarily letters of credit. The Company's operations outside the U.S. consist of product assembly and final test facilities in Thailand, and sales and support centers and design centers in certain foreign countries. Domestic operations are responsible for the design, development and wafer fabrication of products, as well as the coordination of production planning and shipping to meet worldwide customer commitments. The Company's Thailand assembly and test facility is reimbursed in relation to value added with respect to assembly and test operations and other functions performed, and certain foreign sales offices receive compensation for sales within their territory. Accordingly, for financial statement purposes, it is not meaningful to segregate sales or operating profits for the assembly and test and foreign sales office operations. Identifiable long-lived assets (consisting of property, plant and equipment net of accumulated amortization) by geographic area are as follows (amounts in thousands): March 31, 2017 2016 United States $ 388,537 $ 373,860 Thailand 210,603 182,813 Various other countries 84,198 52,723 Total long-lived assets $ 683,338 $ 609,396 Sales to unaffiliated customers located outside the U.S., primarily in Asia and Europe, aggregated approximately 84% of consolidated net sales for each of fiscal 2017 , 2016 and 2015 . Sales to customers in Europe represented approximately 24% of consolidated net sales for fiscal 2017 , approximately 22% of consolidated net sales for fiscal 2016 , and approximately 21% of consolidated net sales for fiscal 2015 . Sales to customers in Asia represented approximately 58% of consolidated net sales for 2017 , and approximately 59% of consolidated net sales in each of fiscal 2016 and 2015 . Within Asia, sales into China, including Hong Kong, represented approximately 32% , 30% and 28% of consolidated net sales for fiscal 2017 , 2016 and 2015 , respectively. Sales into Taiwan represented approximately 9% , 12% and 14% of consolidated net sales for fiscal 2017 , 2016 and 2015 , respectively. Sales into any other individual foreign country did not exceed 10% of the Company's net sales for any of the three years presented. No single end customer or distributor accounted for 10% or more of the Company's net sales during fiscal 2017 , 2016 or 2015 . |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Freestanding Derivative Forward Contracts The Company has international operations and is thus subject to foreign currency rate fluctuations. Approximately 99 % of the Company's sales are U.S. Dollar denominated. However, a significant amount of the Company's expenses and liabilities are denominated in foreign currencies and subject to foreign currency rate fluctuations. To help manage the risk of changes in foreign currency rates, the Company periodically enters into derivative contracts comprised of foreign currency forward contracts to hedge its asset and liability foreign currency exposure and a portion of its foreign currency operating expenses. Net gains due to foreign exchange rate fluctuations after the effects of hedging activity were $1.0 million and $0.7 million in fiscal 2017 and fiscal 2016 , respectively, compared to net losses of $7.7 million in fiscal 2015 . As of March 31, 2017 and 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 the years ended March 31, 2017 , 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). The Company does not apply hedge accounting to its foreign currency derivative instruments. Fair Value Hedges For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivatives as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in earnings. Interest rate derivative instruments designated as fair value hedges are designed to manage the exposure to interest rate movements and to reduce borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements, the Company agrees to exchange, at specified intervals, the difference between the fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. In March 2015, the Company entered into ten -year fixed-to-floating interest rate swap agreements designated as fair value hedges of the changes in fair value of a portion of the Company's fixed-rate 1.625% 2015 Senior Debt due to changes in the LIBOR swap rate, the designated benchmark interest rate. The Company pays variable interest equal to the three-month LIBOR minus 53.6 basis points and it receives a fixed interest rate of 1.625% . The notional amount of these contracts outstanding at March 31, 2015 was $ 431.3 million , representing 25% of the principal amount of the 2015 Senior Debt. In February 2016, the Company terminated its interest rate swap agreements. Upon termination, the contracts were in an asset position, resulting in cash receipts of approximately $ 25.7 million , which included $3.7 million of accrued interest. The gain from terminating the interest rate swap agreements increased the outstanding balance of the 2015 Senior Debt and is being amortized as a reduction of interest expense over the remaining life of the debt. The cash flows from the termination of these interest rate swap agreements have been reported as operating activities in the consolidated statements of cash flows. The following table summarizes the location and amount of the gain or loss on the hedged item attributable to the changes in the LIBOR swap rate and the offsetting gain or loss on the related interest rate swap agreements for the years ended March 31, 2016 and 2015. The difference represents hedge ineffectiveness (amounts in thousands): Year ended March 31, 2016 2015 Income Statement Classification Gain (Loss) on 2015 Senior Debt Gain (Loss) on Interest Rate Swap Gain (Loss) on 2015 Senior Debt Gain (Loss) on Interest Rate Swap Other income (expense) $ (18,060 ) $ 16,345 $ (8,302 ) $ 8,928 |
Net Income Per Common Share Fro
Net Income Per Common Share From Continuing Operations Attributable to Microchip Technology Stockholders | 12 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Share From Continuing Operations Attributable to Microchip Technology Stockholders | Net Income Per Common Share From Continuing Operations Attributable to Microchip Technology Stockholders The following table sets forth the computation of basic and diluted net income per common share from continuing operations attributable to Microchip stockholders (in thousands, except per share amounts): Year Ended March 31, 2017 2016 2015 Net income from continuing operations attributable to Microchip $ 170,592 $ 324,132 $ 369,009 Weighted average common shares outstanding 217,196 203,384 200,937 Dilutive effect of stock options and RSUs 4,357 3,350 3,642 Dilutive effect of 2007 Junior Debt 12,715 10,654 18,982 Dilutive effect of 2015 Senior Debt 538 — — Dilutive effect of 2017 Senior Debt — — — Dilutive effect of 2017 Junior Debt — — — Weighted average common and potential common shares outstanding 234,806 217,388 223,561 Basic net income per common share from continuing operations attributable to Microchip stockholders $ 0.79 $ 1.59 $ 1.84 Diluted net income per common share from continuing operations attributable to Microchip stockholders $ 0.73 $ 1.49 $ 1.65 The Company computed basic net income per common share from continuing operations attributable to its stockholders using net 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 income per common share from continuing operations attributable to its stockholders using net 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. Weighted average common shares exclude the effect of option shares which are not dilutive. There were no anti-dilutive option shares for the year ended March 31, 2017. For the year ended March 31, 2016, the number of option shares that were antidilutive was 298,015 . Diluted net income per common share from continuing operations attributable to stockholders for fiscal 2017 , 2016 , and 2015 includes 12,714,831 , 10,654,070 and 18,982,440 shares, respectively, issuable upon the exchange of the Company's 2007 Junior Debt. In February 2017, the Company issued an aggregate of 11,997,924 shares in the settlement of $431.3 million principal amount of the 2007 Junior Debt. The shares that were issued are included in the weighted average dilutive common shares outstanding through the date of the issuance and were reflected in the weighted average common shares outstanding thereafter. Diluted net income per common share from continuing operations attributable to stockholders for fiscal 2017 includes 538,044 shares issuable upon the exchange of the Company's 2015 Senior Debt. There were no shares issuable upon the exchange of the Company's senior and junior debt issued in fiscal 2017 nor were any shares issuable upon the exchange of the Company's 2015 Senior Debt for fiscal 2016 and fiscal 2015 . The convertible debt has no impact on diluted net income per common share unless the average price of the Company's common stock exceeds the conversion price because the 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 following is the weighted average conversion price per share used in calculating the dilutive effect (See Note 11 for details on the convertible debt): March 31, 2017 2016 2015 2007 Junior Debt $ 24.01 $ 24.73 $ 25.48 2015 Senior Debt $ 65.21 $ 67.19 $ 68.25 2017 Senior Debt $ 100.58 $ — $ — 2017 Junior Debt $ 98.81 $ — $ — |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Mar. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) The following table presents the Company's selected unaudited quarterly operating results for the eight quarters ended March 31, 2017 . The Company believes that all adjustments of a normal recurring nature have been made to present fairly the related quarterly results (in thousands, except per share amounts): Fiscal 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total Net sales $ 799,411 $ 871,364 $ 834,366 $ 902,666 $ 3,407,807 Gross profit 348,490 410,621 465,259 532,826 1,757,196 Operating income (59,104 ) 62,760 118,074 154,087 275,817 Net income (113,363 ) 33,919 107,175 136,908 164,639 Diluted net income per common share attributable to Microchip stockholders (0.53 ) 0.14 0.46 0.57 0.71 Fiscal 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total Net sales $ 533,952 $ 541,391 $ 540,344 $ 557,647 $ 2,173,334 Gross profit 309,017 300,950 292,718 302,779 1,205,464 Operating income 121,319 74,948 76,132 79,946 352,345 Net income 130,460 64,899 61,211 67,355 323,925 Less: Net loss attributable to noncontrolling interests 207 — — — 207 Net income attributable to Microchip Technology 130,667 64,899 61,211 67,355 324,132 Diluted net income per common share attributable to Microchip stockholders 0.60 0.30 0.28 0.31 1.49 Refer to Note 3, Special Charges and Other, Net, for an explanation of the special charges included in operating income in fiscal 2017 and fiscal 2016 . Refer to Note 11, Debt and Credit Facility, for an explanation of the loss on settlement of convertible debt of approximately $43.9 million included in net income (loss) during the fourth quarter of fiscal 2017. Refer to Note 4, Investments, for an explanation of the net realized gain from sales of available-for-sale marketable equity securities included in net income during the first quarter of fiscal 2016. No material net realized gains or losses occurred in fiscal 2017. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information Cash paid for income taxes amounted to $ 48.4 million , $ 25.4 million and $ 25.5 million during fiscal 2017 , 2016 and 2015 , respectively. Cash paid for interest on borrowings amounted to $ 82.5 million in fiscal 2017 , $ 52.9 million in fiscal 2016 and $ 40.2 million in fiscal 2015 . A summary of additions and deductions related to the valuation allowance for deferred tax asset accounts for the years ended March 31, 2017 , 2016 and 2015 follows (amounts in thousands): Balance at Beginning of Year Additions Charged to Costs and Expenses Additions Charged to Other Accounts Deductions Balance at End of Year Valuation allowance for deferred tax assets: Fiscal Year 2017 $ 161,834 $ 15,220 $ 37,578 $ (4,512 ) $ 210,120 Fiscal Year 2016 116,482 5,535 47,834 (8,017 ) 161,834 Fiscal Year 2015 93,811 — 36,957 (14,286 ) 116,482 A summary of additions and deductions related to the allowance for doubtful accounts for the years ended March 31, 2017 , 2016 and 2015 follows (amounts in thousands): Balance at Beginning of Year Additions Charged to Costs and Expenses Deductions (1) Balance at End of Year Allowance for doubtful accounts: Fiscal Year 2017 $ 2,540 $ 184 $ (640 ) $ 2,084 Fiscal Year 2016 2,621 59 (140 ) 2,540 Fiscal Year 2015 2,918 104 (401 ) 2,621 (1) Deductions represent uncollectible accounts written off, net of recoveries. Accumulated Other Comprehensive Income The following tables present the changes in the components of accumulated other comprehensive income (AOCI) for the years ended March 31, 2017 and March 31, 2016 : Year ended March 31, 2017 Unrealized Holding Gains (Losses) Available-for-sale Securities Minimum Pension Liability Foreign Currency Total Balance at March 31, 2016 $ 348 $ 44 $ (3,749 ) $ (3,357 ) Other comprehensive loss before reclassifications (1,558 ) (5,307 ) (5,678 ) (12,543 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,522 — — 1,522 Net other comprehensive loss (36 ) (5,307 ) (5,678 ) (11,021 ) Balance at March 31, 2017 $ 312 $ (5,263 ) $ (9,427 ) $ (14,378 ) Year ended March 31, 2016 Unrealized Holding Gains (Losses) Available-for-sale Securities Minimum Pension Liability Foreign Currency Total Balance at March 31, 2015 $ 14,537 $ 13 $ (3,474 ) $ 11,076 Other comprehensive (loss) income before reclassifications (3,241 ) 31 — (3,210 ) Amounts reclassified from accumulated other comprehensive income (loss) (10,948 ) — — (10,948 ) Net other comprehensive income (loss) (14,189 ) 31 — (14,158 ) Purchase of shares from noncontrolling interest — — (275 ) (275 ) Balance at March 31, 2016 $ 348 $ 44 $ (3,749 ) $ (3,357 ) The table below details where reclassifications of realized transactions out of AOCI are recorded on the consolidated statements of income. Year ended March 31, Description of AOCI Component 2017 2016 2015 Related Statement of Income Line Unrealized (losses) gains on available-for-sale securities $ (1,522 ) $ 10,948 $ 18,706 Other income, net Taxes — — (12 ) Provision for income taxes Reclassification of realized transactions, net of taxes $ (1,522 ) $ 10,948 $ 18,694 Net Income |
Dividends
Dividends | 12 Months Ended |
Mar. 31, 2017 | |
Dividends [Abstract] | |
Dividends | Dividends On October 28, 2002, the Company announced that its Board of Directors had approved and instituted a quarterly cash dividend on its common stock. The Company has continued to pay quarterly dividends and has increased the amount of such dividends on a regular basis. Cash dividends paid per share were $ 1.441 , $ 1.433 and $ 1.425 during fiscal 2017 , 2016 and 2015 , respectively. Total dividend payments amounted to $315.4 million , $ 291.1 million and $ 286.5 million during fiscal 2017 , 2016 and 2015 , respectively. |
Significant Accounting Polici32
Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Microchip and its majority-owned and controlled subsidiaries. As further discussed in Note 2, on April 4, 2016, the Company completed its acquisition of Atmel and the Company's financial results include Atmel's results beginning as of such acquisition date. As further discussed in Note 2, the Company did not hold 100% of the outstanding common stock of ISSC Technologies Corporation (ISSC) from July 17, 2014 through June 30, 2015 and the noncontrolling interest in the Company's net income from ISSC has been excluded from net income attributable to the Company in the Company's consolidated statements of income. All of the Company's subsidiaries are included in the consolidated financial statements. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when the earnings process is complete, as evidenced by an agreement with the customer, transfer of title has occurred, the pricing is fixed or determinable and collectability is reasonably assured. The Company recognizes revenue from product sales to original equipment manufacturers (OEMs) upon shipment and records reserves for estimated customer returns. Distributors worldwide generally have broad price protection and product return rights which prevent the sales pricing from being fixed or determinable at the time of the Company's shipment to the distributors. Therefore, revenue recognition is deferred until the pricing uncertainty is resolved, which generally occurs when the distributor sells the product to their customer. At the time of shipment to these distributors, the Company records a trade receivable for the selling price as there is a legally enforceable right to payment, relieves inventory for the carrying value of goods shipped since legal title has passed to the distributor, and records the gross margin in deferred income on shipments to distributors on its consolidated balance sheets. In connection with its acquisitions of Atmel and Micrel, the Company acquired certain distributor relationships where revenue was recognized upon shipment to the distributors based on certain contractual terms or prevailing business practices that resulted in the price not being fixed and determinable at such time. Following an acquisition, the Company undertakes efforts to align the contract terms and business practices of the acquired entity with its own. Once these efforts are complete, the related revenue recognition is changed. With respect to such distributor relationships acquired in the Atmel acquisition, as of October 1, 2016, these business practices were conformed to those of the Company’s other distributors, which beginning in October 2016 resulted in the deferral of revenue recognition until the distributor sells the product to their customers. With respect to such distributor relationships acquired in the Micrel acquisition, in the December 2015 quarter, these distributor contracts were changed to be consistent with those of the Company’s other distributors which resulted in the deferral of revenue recognition under such contracts until the distributor sells the product to their customers. Deferred income on shipments to distributors effectively represents gross margin on the sale to the distributor at the initial shipment date; however, the amount of gross margin recognized by the Company in future periods will be less than the deferred margin as a result of credits granted to distributors on specifically identified products and customers to allow the distributors to earn a competitive gross margin on the sale of the Company's products to their end customers and price protection concessions related to market pricing conditions. The Company sells the majority of the items in its product catalog to its distributors worldwide at a uniform list price. However, distributors resell the Company's products to end customers at a very broad range of individually negotiated price points. The majority of the Company's distributors' resales require a reduction from the original list price paid. Often, under these circumstances, the Company remits back to the distributor a portion of their original purchase price after the resale transaction is completed in the form of a credit against the distributors' outstanding accounts receivable balance. The credits are on a per unit basis and are not given to the distributor until they provide information regarding the sale to their end customer. The price reductions vary significantly based on the customer, product, quantity ordered, geographic location and other factors and discounts to a price less than the Company's cost have historically been rare. The effect of granting these credits establishes the net selling price from the Company to its distributors for the product and results in the net revenue recognized by the Company when the product is sold by the distributors to their end customers. Thus, a portion of the "deferred income on shipments to distributors" balance represents the amount of distributors' original purchase price that will be credited back to the distributors in the future. The wide range and variability of negotiated price concessions granted to distributors does not allow the Company to accurately estimate the portion of the balance in the deferred income on shipments to distributors account that will be credited back to the distributors. Therefore, the Company does not reduce deferred income on shipments to distributors or accounts receivable by anticipated future price concessions; rather, price concessions are recorded against deferred income on shipments to distributors when incurred, which is generally at the time the distributor sells the product. At March 31, 2017 , the Company had approximately $418.0 million of deferred revenue and $125.2 million in deferred cost of sales recognized as $ 292.8 million of deferred income on shipments to distributors. At March 31, 2016 , the Company had approximately $267.2 million of deferred revenue and $83.8 million in deferred cost of sales recognized as $ 183.4 million of deferred income on shipments to distributors. The increase in deferred income on shipments to distributors in fiscal 2017 compared to fiscal 2016 resulted primarily from the Company's acquisition of Atmel. The deferred income on shipments to distributors that will ultimately be recognized in the Company's income statement will be lower than the amount reflected on the balance sheet due to price credits to be granted to the distributors when the product is sold to their customers. These price credits historically have resulted in the deferred income approximating the overall gross margins that the Company recognizes in the distribution channel of its business. The Company reduces product pricing through price protection based on market conditions, competitive considerations and other factors. Price protection is granted to distributors on the inventory they have on hand at the date the price protection is offered. When the Company reduces the price of its products, it allows the distributor to claim a credit against its outstanding accounts receivable balances based on the new price of the inventory it has on hand as of the date of the price reduction. There is no immediate revenue impact from the price protection, as it is reflected as a reduction of the deferred income on shipments to distributors' balance. Products returned by distributors and subsequently scrapped have historically been immaterial to the Company's consolidated results of operations. The Company routinely evaluates the risk of impairment of the deferred cost of sales component of the deferred income on shipments to distributors' account. Because of the historically immaterial amounts of inventory that have been scrapped, and historically rare instances where discounts given to a distributor result in a price less than the Company's cost, the Company believes the deferred costs have a low risk of material impairment. Shipping charges billed to customers are included in net sales, and the related shipping costs are included in cost of sales. The Company collects and remits certain sales-related taxes on sales of inventory and reports such amounts under the net method in its consolidated statements of income. For licenses or other technology arrangements without an upgrade period, non-royalty revenue from the license is recognized upon delivery of the technology if the fee is fixed or determinable and collection of the fee is reasonably assured. Royalties are recognized when reported to the Company, which generally coincides with the receipt of payment. In certain limited circumstances, the Company enters into license and other arrangements for technologies that the Company is continuing to enhance and refine or under which it is obligated to provide unspecified enhancements. Under these arrangements, non-royalty revenue is recognized over the lesser of (1) the estimated period that the Company has historically enhanced and developed refinements to the specific technology, typically one to three years (the "upgrade period"), and (2) the remaining portion of the upgrade period after the date of delivery of all specified technology and documentation, provided that the fee is fixed or determinable and collection of the fee is reasonably assured. Royalties received during the upgrade period are recognized as revenue based on an amortization calculation of the elapsed portion of the upgrade period compared to the entire estimated upgrade period. Royalties received after the upgrade period has elapsed are recognized when reported to the Company, which generally coincides with the receipt of payment. |
Product Warranty | Product Warranty The Company typically warrants its products against defects in materials and workmanship and non-conformance to specifications for 12 to 24 months. The majority of the Company's product warranty claims are settled through the return of the defective product and the shipment of replacement product. Warranty returns are included within the Company's allowance for returns, which is based on historical return rates. Actual future returns could differ from the allowance established. In addition, the Company accrues a liability for specific warranty costs expected to be settled other than through product return and replacement, if a loss is probable and can be reasonably estimated. Product warranty expenses during fiscal 2017 , 2016 , and 2015 were immaterial. |
Advertising Costs | Advertising Costs The Company expenses all advertising costs as incurred. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Assets purchased to support the Company's ongoing research and development activities are capitalized when related to products which have achieved technological feasibility or that have alternative future uses and are amortized over their estimated useful lives. Renewals or extensions of these assets are expensed as incurred. Research and development expenses include expenditures for labor, share-based payments, depreciation, masks, prototype wafers, and expenses for development of process technologies, new packages, and software to support new products and design environments. |
Foreign Currency Translation | Foreign Currency Translation The Company's foreign subsidiaries are considered to be extensions of the U.S. company and any translation gains and losses related to these subsidiaries are included in other income (expense) in the consolidated statements of income. As the U.S. dollar is utilized as the functional currency, gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the subsidiaries' functional currency) are also included in income. For a portion of fiscal 2017 and fiscal 2015, certain foreign subsidiaries acquired as part of the Company's acquisition activities had the local currency as the functional currency. Once these entities were integrated into the Company's legal structure and intercompany agreements were executed, the U.S. dollar became the functional currency for such entities. |
Income Taxes | Income Taxes The Company provides for income taxes in accordance with principles contained in ASC Topic 740, Income Taxes. Under these principles, the Company recognizes the amount of income tax payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in its consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance if it is more likely than not that a portion will not be realized. In assessing whether it is more likely than not that deferred tax assets will be realized, the Company considers all available evidence, both positive and negative, including its recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carry back and carry forward periods available to them for tax reporting purposes, and prudent and feasible tax planning strategies. The Company measures and recognizes the amount of tax benefit that should be recorded for financial statement purposes for uncertain tax positions taken or expected to be taken in a tax return. With respect to uncertain tax positions, the Company evaluates the recognized tax benefits for de-recognition, classification, interest and penalties, interim period accounting and disclosure requirements. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments, including marketable securities purchased with a remaining maturity of three months or less when acquired are considered to be cash equivalents. |
Available-for-Sale Investments | Available-for-Sale Investments The Company classifies its investments in debt and marketable equity securities as available-for-sale based upon management's intent with regard to the investments and the nature of the underlying securities. The Company's available-for-sale investments consist of government agency bonds, municipal bonds, auction rate securities (ARS), corporate bonds and marketable equity securities. The Company's investments are carried at fair value with unrealized gains and losses reported in stockholders' equity unless losses are considered to be other than temporary impairments in which case the losses are recognized through the statement of income. Premiums and discounts are amortized or accreted over the life of the related available-for-sale security. Dividend and interest income are recognized when earned. The cost of available-for-sale debt securities sold is calculated using the first-in, first-out (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. The Company sold its ARS during the fourth quarter of fiscal 2016 and the first quarter of fiscal 2017. The Company includes within short-term investments its income yielding available-for-sale securities that can be readily converted to cash and includes within long-term investments those income yielding available-for-sale securities with maturities of over one year that have unrealized losses attributable to them or those that cannot be readily liquidated. As discussed in Note 4, the Company intends and has the ability to hold its long-term investments with temporary impairments until such time as these assets are no longer impaired. Such recovery of unrealized losses is not expected to occur within the next year. |
Derivative Instruments | Derivative Instruments Derivative instruments are required to be recorded at fair value as either assets or liabilities in the Company's consolidated balance sheet. The Company's accounting policies for derivative instruments depends on whether the instrument has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. The Company does not apply hedge accounting to foreign currency forward contracts. Gains and losses associated with currency rate changes on forward contracts are recorded currently in income. These gains and losses have been immaterial to the Company's financial statements. Interest rate derivative instruments designated as fair value hedges are designed to manage the exposure to interest rate movements and to reduce borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements, the Company agrees to exchange, at specified intervals, the difference between the fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivatives as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in earnings. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be highly effective, hedge accounting is discontinued. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for probable losses on uncollectible accounts receivable resulting from the inability of its customers to make required payments, which is included in bad debt expense. The Company determines the adequacy of this allowance by regularly reviewing the composition of its accounts receivable aging and evaluating individual customer receivables, considering such customer's financial condition, credit history and current economic conditions. |
Inventories | Inventories Inventories are valued at the lower of cost or market using the first-in, first-out method. The Company writes down its inventory for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not subsequently reversed to income even if circumstances later suggest that increased carrying amounts are recoverable. In estimating reserves for obsolescence, the Company primarily evaluates estimates of demand over a 12-month period and provides reserves for inventory on hand in excess of the estimated 12-month demand. Estimates for projected 12-month demand are generally based on the average shipments of the prior three-month period, which are then annualized to adjust for any potential seasonality in the Company's business. The estimated 12-month demand is compared to the Company's most recently developed sales forecast to further reconcile the 12-month demand estimate. Management reviews and adjusts the estimates as appropriate based on specific situations. For example, demand can be adjusted up for new products for which historic sales are not representative of future demand. Alternatively, demand can be adjusted down to the extent any existing products are being replaced or discontinued. In periods where the Company's production levels are substantially below normal operating capacity, unabsorbed overhead production costs associated with the reduced production levels of the Company's manufacturing facilities are charged directly to cost of sales. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. The Company's property and equipment accounting policies incorporate estimates, assumptions and judgments relative to the useful lives of its property and equipment. Depreciation is provided for assets placed in service on a straight-line basis over the estimated useful lives of the relative assets, which range from 10 to 40 years for buildings and building improvements and 3 to 7 years for machinery and equipment. The Company evaluates the carrying value of its property and equipment when events or changes in circumstances indicate that the carrying value of such assets may be impaired. Asset impairment evaluations are, by nature, highly subjective. |
Senior and Junior Subordinated Convertible Debt | Senior and Junior Subordinated Convertible Debt The Company separately accounts for the liability and equity components of its senior and junior subordinated convertible debt in a manner that reflects its nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. This results in a bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in its consolidated statements of income. Lastly, the Company includes the dilutive effect of the shares of its common stock issuable upon conversion of the outstanding senior and junior subordinated convertible debt in its diluted income per share calculation regardless of whether the market price triggers or other contingent conversion features have been met. The Company applies the treasury stock method as it has the intent and ability to settle the principal amounts of the senior and junior subordinated convertible debentures in cash. This method results in incremental dilutive shares when the average market value of the Company's common stock for a reporting period exceeds the conversion prices per share and adjust as dividends are recorded in the future. Upon a de-recognition event, the Company estimates the fair value of the liability component and compares that to the carrying amount in order to calculate the appropriate amount of gain or loss. The remaining amounts paid or issued (in the case of non cash consideration in the form of shares of common stock) are recognized as a reduction of additional paid-in-capital. The fair value of the liability component is estimated using the current comparable borrowing rate for an otherwise identical non-convertible debt instrument. |
Defined Benefit Pension Plans | Defined Benefit Pension Plans The Company maintains defined benefit pension plans, covering certain of its foreign employees. For financial reporting purposes, net periodic pension costs and pension obligations are determined based upon a number of actuarial assumptions, including discount rates for plan obligations, and assumed rates of compensation increases for employees participating in plans. These assumptions are based upon management's judgment and consultation with actuaries, considering all known trends and uncertainties. |
Contingencies | Contingencies In the ordinary course of business, the Company is exposed to various liabilities as a result of contracts, product liability, customer claims and other matters. Additionally, the Company is involved in a limited number of legal actions, both as plaintiff and defendant. Consequently, the Company could incur uninsured liability in any of those actions. The Company also periodically receives notifications from various third parties alleging infringement of patents or other intellectual property rights, or from customers requesting reimbursement for various costs. With respect to pending legal actions to which the Company is a party and other claims, although the outcomes are generally not determinable, the Company believes that the ultimate resolution of these matters will not have a material adverse effect on its financial position, cash flows or results of operations. Litigation and disputes relating to the semiconductor industry are not uncommon, and the Company is, from time to time, subject to such litigation and disputes. As a result, no assurances can be given with respect to the extent or outcome of any such litigation or disputes in the future. The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has been or will be incurred, it accrues for all probable and reasonably estimable losses. Where the Company can reasonably estimate a range of losses it may incur regarding such a matter, it records an accrual for the amount within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, it uses the amount that is the low end of such range. |
Business Combinations | Business Combinations All of the Company's business combinations are accounted for at fair value under the acquisition method of accounting. Under the acquisition method of accounting, (i) acquisition-related costs, except for those costs incurred to issue debt or equity securities, will be expensed in the period incurred; (ii) non-controlling interests will be valued at fair value at the acquisition date; (iii) in-process research and development will be recorded at fair value as an intangible asset at the acquisition date and amortized once the technology reaches technological feasibility; (iv) restructuring costs associated with a business combination will be expensed subsequent to the acquisition date; and (v) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date will be recognized through income tax expense or directly in contributed capital. The aggregate amount of consideration paid by the Company is allocated to net tangible assets and intangible assets based on their estimated fair values as of the acquisition date. The excess of the purchase price over the value of the net tangible assets and intangible assets is recorded to goodwill. The measurement of fair value of assets acquired and liabilities assumed requires significant judgment. The valuation of intangible assets, in particular, requires that the Company use valuation techniques such as the income approach. The income approach includes the use of a discounted cash flow model, which includes discounted cash flow scenarios and requires the following significant estimates: revenue, expenses, capital spending and other costs, and discount rates based on the respective risks of the cash flows. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company's intangible assets include goodwill and other intangible assets, which include existing technologies, core and developed technology, in-process research and development, trademarks and trade names, and customer-related intangibles. In-process research and development is capitalized until such time the related projects are completed or abandoned at which time the capitalized amounts will begin to be amortized or written off. Indefinite-lived intangible assets consist of goodwill and in-process research and development intangible assets that have not yet been placed in service. All other intangible assets are definite-lived intangible assets, including in-process research and development assets that have been placed in service, and are amortized over their respective estimated lives, ranging from 1 to 15 years. The Company engages primarily in the development, manufacture and sale of semiconductor products as well as technology licensing. As a result, the Company concluded there are two reporting units, semiconductor products and technology licensing. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. The Company is required to perform an impairment review of indefinite-lived intangible assets, including goodwill annually, and more frequently under certain circumstances. Indefinite-lived intangible assets are subjected to this annual impairment test during the fourth quarter of the Company's fiscal year. Under the qualitative indefinite-lived intangible asset impairment assessment standard, management evaluates whether it is more likely than not that the indefinite-lived intangible assets are impaired. If it is determined that it is more likely than not, the Company proceeds with the next step of the impairment test, which compares the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value. If the Company determines through the impairment process that the indefinite-lived intangible asset has been impaired, the Company will record the impairment charge in its results of operation. Through March 31, 2017 , the Company has not had impaired goodwill. In the event that facts and circumstances indicate definite-lived intangible assets may be impaired, the Company evaluates the recoverability and estimated useful lives of such assets. If such indicators are present, recoverability is evaluated based on whether the sum of the estimated undiscounted cash flows attributable to the asset (group) in question is less than their carrying value. If less, the Company measures the fair value of the asset (group) and recognizes an impairment loss if the carrying amount of the assets exceeds their respective fair values. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses whether indicators of impairment of long-lived assets are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying value. If less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals or other methods. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment loss through a charge to operating results to the extent the present value of anticipated net cash flows attributable to the asset are less than the asset's carrying value. The Company would depreciate the remaining value over the remaining estimated useful life of the asset. |
Share-Based Compensation | Share-Based Compensation The Company has equity incentive plans under which non-qualified stock options and restricted stock units (RSUs) have been granted to employees and non-employee members of the Board of Directors. For the past several years the Company has adopted RSUs as its primary equity incentive compensation instrument for employees. The Company also has employee stock purchase plans for eligible employees. Share-based compensation cost is measured on the grant date based on the fair market value of the Company’s common stock discounted for expected future dividends and is recognized as expense straight-line over the requisite service periods. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate or increase any remaining unearned share-based compensation expense. Future share-based compensation expense and unearned share-based compensation will increase to the extent that the Company grants additional equity awards to employees or it assumes unvested equity awards in connection with acquisitions. During fiscal 2017, the Company elected to early adopt ASU 2016-09- Compensation - Stock Compensation, Improvements to Employee Share-Based Payment Accounting (Topic 718). See "Recently Issued Accounting Pronouncements Not Yet Adopted" for additional information on the new guidance. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of investments in debt securities and trade receivables. Investments in debt securities with original maturities of greater than six months consist primarily of AAA and AA rated financial instruments and counterparties. The Company's investments are primarily in direct obligations of the U.S. government or its agencies, corporate bonds, and municipal bonds. Concentrations of credit risk with respect to accounts receivable are generally not significant due to the diversity of the Company's customers and geographic sales areas. The Company sells its products primarily to OEMs and distributors in the Americas, Europe and Asia. The Company performs ongoing credit evaluations of its customers' financial condition and, as deemed necessary, may require collateral, primarily letters of credit. Distributor advances, included in deferred income on shipments to distributors in the consolidated balance sheets, totaled $203.9 million at March 31, 2017 and $102.9 million at March 31, 2016 . The increase in distributor advances in fiscal 2017 compared to fiscal 2016 resulted primarily from the Company's acquisition of Atmel. On sales to distributors, the Company's payment terms generally require the distributor to settle amounts owed to the Company for an amount in excess of their ultimate cost. The Company's sales price to its distributors may be higher than the amount that the distributors will ultimately owe the Company because distributors often negotiate price reductions after purchasing the products from the Company and such reductions are often significant. It is the Company's practice to apply these negotiated price discounts to future purchases, requiring the distributor to settle receivable balances, on a current basis, generally within 30 days, for amounts originally invoiced. This practice has an adverse impact on the working capital of the Company's distributors. As such, the Company has entered into agreements with certain distributors whereby it advances cash to the distributors to reduce the distributors' working capital requirements. These advances are reconciled at least on a quarterly basis and are estimated based on the amount of ending inventory as reported by the distributor multiplied by a negotiated percentage. Such advances have no impact on revenue recognition or the Company's consolidated statements of income. The Company processes discounts taken by distributors against its deferred income on shipments to distributors' balance and trues-up the advanced amounts generally after the end of each completed fiscal quarter. The terms of these advances are set forth in binding legal agreements and are unsecured, bear no interest on unsettled balances and are due upon demand. The agreements governing these advances can be canceled by the Company at any time. |
Use of Estimates | Use of Estimates The Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare its consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles. Actual results could differ from those estimates. |
Business Segments | Business Segments Operating segments are components of an enterprise about which separate financial information is regularly reviewed by the chief operating decision makers ("CODMs") to assess the performance of the component and make decisions about the resources to be allocated to the component. The Company's Chairman and Chief Executive Officer and the Company's President and Chief Operating Officer have been identified as the CODMs as they jointly manage the Company's worldwide consolidated enterprise. Based on the Company's structure and manner in which the Company is managed and decisions are made, the Company's business is made up of two operating segments, semiconductor products and technology licensing. In the semiconductor products segment, the Company designs, develops, manufactures and markets microcontrollers, development tools and analog, interface, mixed signal and timing products. Under the leadership of the CODMs, the Company is structured and organized around standardized roles and responsibilities based on product groups and functional activities. The Company's product groups are responsible for product research, design and development. The Company's functional activities include sales, marketing, manufacturing, information technology, human resources, legal and finance. The Company's product groups have similar products, production processes, types of customers and methods for distribution. In addition, the tools and technologies used in the design and manufacture of the Company's products are shared among the various product groups. The Company's product group leaders, under the direction of the CODMs, define the product roadmaps and team with sales personnel to achieve design wins and revenue and other performance targets. Product group leaders also interact with manufacturing and operational personnel who are responsible for the production, prioritization and planning of the Company's manufacturing capabilities to help ensure the efficiency of the Company's operations and fulfillment of customer requirements. This centralized structure supports a global operating strategy in which the CODMs assess performance and allocate resources based on the Company's consolidated results. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements During the three months ended June 30, 2016, the Company adopted 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 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 Long-term debt $ 2,483,037 $ (29,632 ) $ 2,453,405 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 its 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 March 2017, the FASB issued ASU 2017-07- Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This standard improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. The amendment will require the employer to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost will be presented separately in the income statement from the service cost component outside of income from operations. The amendment is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted at the beginning of an annual period (in the first interim period) for which financial statements have not yet been issued. The Company is currently evaluating the impact that the adoption of ASU 2017-07 may have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04- Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendment is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2019, and early adoption is permitted. The Company does not expect this standard to have an impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13- Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. This standard requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which required waiting to recognize a loss until it is probable of having been incurred. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually and can include forecasted information. There are other provisions within the standard affecting how impairments of other financial assets may be recorded and presented, as well as expanded disclosures. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019, and permits early adoption, but not before December 15, 2018. The standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. In October 2016, the FASB issued ASU 2016-16- Intra-Entity Transfers of Assets Other Than Inventory . This standard addresses the recognition of current and deferred income taxes resulting from an intra-entity transfer of any asset other than inventory. Prior to the adoption of ASU 2016-16, a company will defer for financial reporting purposes the income tax expense resulting from an intra-entity asset transfer, including the taxes currently payable or paid. Upon adoption of ASU 2016-16, a company will recognize current and deferred income taxes that result from such transfers in the period in which they occur. ASU 2016-16 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 and is applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements but expects to recognize its previously deferred tax related to intra-entity transfers upon adoption of ASU 2016-16 as of April 1, 2018 with a cumulative-effect reduction to retained earnings. In November 2016, the FASB issued ASU 2016-18- Statement of Cash Flows: Restricted Cash. This standard requires that the statement of cash flows explain the change during the period in total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The standard is to be applied using a retrospective transition method to each period presented. The Company is currently evaluating the impact the adoption of this standard will have on its 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, with early adoption permitted. The standard is to be applied using the modified retrospective approach to all periods presented. The Company is currently evaluating the impact the adoption of this standard will have on its 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 consolidated financial statements. 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 consolidated financial statements. 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. In August 2015, the FASB issued ASU 2015-14- Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which 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 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. 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 currently 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 consolidated financial statements. The Company currently expects to adopt the standard under the full retrospective method. The final adoption method will depend on the results of the Company's final assessment, which is expected to be completed later in fiscal 2018. |
Significant Accounting Polici33
Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Related prior period information included on the Company's 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 Long-term debt $ 2,483,037 $ (29,632 ) $ 2,453,405 Total liabilities and stockholder's equity $ 5,567,515 $ (29,632 ) $ 5,537,883 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Atmel Corporation | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below represents the final allocation of the purchase price, including adjustments to the purchase price allocation from the previously reported figures at June 30, 2016, 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 As of June 30, 2016 Adjustments March 31, 2017 Cash and cash equivalents $ 230,266 $ — $ 230,266 Accounts receivable 135,427 5,932 141,359 Inventories 333,208 1,955 335,163 Prepaid expenses and other current assets 28,360 — 28,360 Assets held for sale 24,394 7,612 32,006 Property, plant and equipment 129,587 297 129,884 Goodwill 1,378,317 (91,946 ) 1,286,371 Purchased intangible assets 1,880,245 8,147 1,888,392 Long-term deferred tax assets 49,466 (2,766 ) 46,700 Other assets 5,948 1,587 7,535 Total assets acquired 4,195,218 (69,182 ) 4,126,036 Liabilities assumed Accounts payable (55,686 ) — (55,686 ) Other current liabilities (119,152 ) (1,803 ) (120,955 ) Long-term line of credit (192,000 ) — (192,000 ) Deferred tax liabilities (74,334 ) 46,782 (27,552 ) Long-term income tax payable (174,380 ) 59,203 (115,177 ) Other long-term liabilities (106,688 ) (35,000 ) (141,688 ) Total liabilities assumed (722,240 ) 69,182 (653,058 ) Purchase price allocated $ 3,472,978 $ — $ 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 and developed technology 11 $ 1,074,987 In-process research and development — 140,700 Customer-related 6 630,600 Backlog 1 40,300 Other 5 1,805 Total purchased intangible assets $ 1,888,392 |
Business Acquisition, Pro Forma Information | 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): Year Ended Ended March 31, 2017 2016 Net sales $ 3,494 $ 3,159 Net income (loss) from continuing operations $ 337 $ (384 ) Basic net income (loss) per common share $ 1.55 $ (1.80 ) Diluted net income (loss) per common share $ 1.43 $ (1.80 ) |
Micrel Incorporated | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below represents the allocation of the purchase price to the net assets acquired based on their estimated fair values as of August 3, 2015, as well as the associated estimated useful lives of the acquired intangible assets at that date. The purchase price allocation was finalized as of June 30, 2016 (amounts in thousands): Assets acquired Cash and cash equivalents $ 99,196 Accounts receivable, net 14,096 Inventories 73,468 Prepaid expenses and other current assets 10,652 Property, plant and equipment, net 38,491 Goodwill 440,978 Purchased intangible assets 273,500 Other assets 4,268 Total assets acquired 954,649 Liabilities assumed Accounts payable (11,068 ) Other current liabilities (31,552 ) Deferred tax liabilities (88,035 ) Long-term income tax payable (7,637 ) Other long-term liabilities (127 ) Total liabilities assumed (138,419 ) Purchase price allocated $ 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 and developed technology 10 $ 175,800 In-process research and development — 21,000 Customer-related 5 71,100 Backlog 1 5,600 Total purchased intangible assets $ 273,500 |
ISSC Technologies Corporation | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below represents the allocation of the purchase price to the net assets acquired based on their estimated fair values as of July 17, 2014 as well as the associated estimated useful lives of the acquired intangible assets at that date (amounts in thousands): Assets acquired Cash and cash equivalents $ 15,120 Short-term investments 27,063 Accounts receivable, net 8,792 Inventories 16,542 Prepaid expenses and other current assets 2,501 Property, plant and equipment, net 2,637 Goodwill 154,788 Purchased intangible assets (1) 147,800 Other assets 1,370 Total assets acquired 376,613 Liabilities assumed Accounts payable (9,860 ) Other current liabilities (16,535 ) Long-term income tax payable (4,791 ) Deferred tax liability (25,126 ) Other long-term liabilities (245 ) Total liabilities assumed (56,557 ) Net assets acquired including noncontrolling interest 320,056 Less: noncontrolling interest (52,467 ) Net assets acquired $ 267,589 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | (1) Purchased Intangible Assets Useful Life July 17, 2014 (in years) (in thousands) Core/developed technology 10 $ 68,900 In-process technology 10 27,200 Customer-related 3 51,100 Backlog 1 600 Total $ 147,800 |
Supertex Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below represents the allocation of the purchase price to the net assets acquired based on their estimated fair values as of April 1, 2014 as well as the associated estimated useful lives of the acquired intangible assets at that date (amounts in thousands): Assets acquired Cash and cash equivalents $ 14,790 Short-term investments 140,984 Accounts receivable, net 7,047 Inventories 27,630 Prepaid expenses 1,493 Deferred tax assets 2,456 Other current assets 12,625 Property, plant and equipment, net 15,679 Goodwill 143,160 Purchased intangible assets (1) 89,600 Other assets 325 Total assets acquired 455,789 Liabilities assumed Accounts payable (8,481 ) Accrued liabilities (19,224 ) Long-term income tax payable (3,796 ) Deferred tax liability (32,511 ) Total liabilities assumed (64,012 ) Net assets acquired $ 391,777 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | (1) Purchased Intangible Assets Useful Life April 1, 2014 (in years) (in thousands) Core/developed technology 10 $ 68,900 In-process technology 10 1,900 Customer-related 2 17,700 Backlog 1 1,100 Total $ 89,600 |
Special Charges and Other, Net
Special Charges and Other, Net (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Other Nonrecurring (Income) Expense [Abstract] | |
Restructuring and Related Costs | Exit costs for fiscal 2017 were $44.0 million , of which $39.0 million was recorded in the fourth quarter. The following is a rollforward of accrued restructuring charges for fiscal 2017 and fiscal 2016 (amounts in thousands): Employee Separation Costs Exit Costs Total Balance at March 31, 2015 - Restructuring Accrual $ 483 $ — $ 483 Charges 9,577 686 10,263 Payments (10,002 ) (686 ) (10,688 ) Balance at March 31, 2016 - Restructuring Accrual 58 — 58 Additions due to Atmel acquisition 6,277 — 6,277 Charges 39,183 44,040 83,223 Payments (38,893 ) (6,958 ) (45,851 ) Non-cash - Other (479 ) (2,331 ) (2,810 ) Changes in foreign exchange rates (672 ) — (672 ) Balance at March 31, 2017 - Restructuring Accrual $ 5,474 $ 34,751 $ 40,225 The following table summarizes activity included in the "special charges and other, net" caption on the Company's consolidated statements of operations (amounts in thousands): For The Years Ended March 31, 2017 2016 2015 Restructuring Employee separation costs $ 39,183 $ 9,577 $ 2,333 Impairment charges 12,579 — — Exit costs 44,040 686 — Other 2,806 900 507 Legal settlement costs — 4,294 — Insurance settlement — (11,500 ) — Total $ 98,608 $ 3,957 $ 2,840 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Investments [Abstract] | |
Summary of Available-for-Sale Securities | The following is a summary of available-for-sale securities at March 31, 2017 (amounts in thousands): Available-for-sale Securities Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Government agency bonds $ 227,089 $ 3 $ (227 ) $ 226,865 Municipal bonds - tax exempt 55,289 — (10 ) 55,279 Municipal bonds 10,000 43 — 10,043 Corporate bonds and debt 207,888 53 (169 ) 207,772 Marketable equity securities 707 879 — 1,586 Total $ 500,973 $ 978 $ (406 ) $ 501,545 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 Total $ 471,485 $ 447 $ (99 ) $ 471,833 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 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): March 31, 2017 Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Government agency bonds $ 196,875 $ (227 ) $ — $ — $ 196,875 $ (227 ) Municipal bonds - tax exempt 55,279 (10 ) — — 55,279 (10 ) Corporate bonds and debt 132,820 (169 ) — — 132,820 (169 ) Total $ 384,974 $ (406 ) $ — $ — $ 384,974 $ (406 ) 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 ) |
Summary of Amortized Cost and Estimated Fair Value of Available-for-Sale Securities, by Maturity | The amortized cost and estimated fair value of the available-for-sale securities at March 31, 2017 , by contractual maturity, excluding marketable equity securities of $1.6 million , which have no contractual maturity, are shown below (amounts in thousands). Expected maturities can differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties, and the Company views its available-for-sale securities as available for current operations. Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale Due in one year or less $ 342,673 $ 15 $ (188 ) $ 342,500 Due after one year and through five years 157,594 84 (219 ) 157,459 Due after five years and through ten years — — — — Due after ten years — — — — Total $ 500,267 $ 99 $ (407 ) $ 499,959 The amortized cost and estimated fair value of the available-for-sale securities at March 31, 2016 , by maturity, excluding marketable equity securities of $ 2.2 million , which have no contractual maturity, are shown below (amounts in thousands). Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale Due in one year or less $ 41,078 $ 5 $ (5 ) $ 41,078 Due after one year and through five years 428,212 434 (94 ) 428,552 Due after five years and through ten years — — — — Due after ten years — — — — Total $ 469,290 $ 439 $ (99 ) $ 469,630 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract] | |
Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets measured at fair value on a recurring basis at March 31, 2017 are as follows (amounts in thousands): Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Total Balance Assets Cash and cash equivalents: Money market mutual funds $ 343,815 $ — $ 343,815 Deposit accounts — 564,869 564,869 Short-term investments: Marketable equity securities 1,586 — 1,586 Corporate bonds and debt — 165,207 165,207 Government agency bonds — 161,973 161,973 Municipal bonds - tax exempt — 55,279 55,279 Municipal bonds — 10,043 10,043 Long-term investments: Corporate bonds and debt — 42,565 42,565 Government agency bonds — 64,892 64,892 Total assets measured at fair value $ 345,401 $ 1,064,828 $ 1,410,229 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) 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, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a reconciliation for all assets measured at fair value on a recurring basis, excluding accrued interest components, using significant unobservable inputs (Level 3) for the year ended March 31, 2016 (amounts in thousands): Year ended March 31, 2016 Auction Rate Securities Corporate Debt Total Gains (Losses) Balance at March 31, 2015 $ 9,825 $ 6,190 $ — Total gains (losses) (realized): Included in earnings 2,780 (3,995 ) (1,215 ) Purchases, sales, issuances, and settlements, net (12,605 ) — — Transfers out of Level 3 — (2,195 ) — Balance at March 31, 2016 $ — $ — $ (1,215 ) |
Fair Value of Financial Instr38
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following table shows the carrying amounts and fair values of the Company’s senior and junior subordinated convertible debt as of March 31, 2017 and 2016 (amounts in thousands). As of March 31, 2017 and March 31, 2016 , the carrying amounts of the Company's senior and junior subordinated convertible debt have been reduced by debt issuances costs in the aggregate of $38.3 million and $20.8 million , respectively. See Note 11 for more information regarding the convertible debt. March 31, 2017 2016 Carrying Amount Fair Value Carrying Amount Fair Value 2017 Senior Debt $ 1,384,914 $ 2,106,225 $ — $ — 2015 Senior Debt $ 1,261,787 $ 2,481,708 $ 1,216,313 $ 1,762,088 2017 Junior Debt $ 262,298 $ 586,609 $ — $ — 2007 Junior Debt $ 49,952 $ 445,142 $ 193,936 $ 1,143,117 |
Other Financial Statement Det39
Other Financial Statement Details (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Accounts Receivable, Net [Abstract] | |
Accounts Receivable Schedule | Accounts receivable consists of the following (amounts in thousands): March 31, 2017 2016 Trade accounts receivable $ 473,238 $ 289,013 Other 7,219 3,710 Total accounts receivable, gross 480,457 292,723 Less allowance for doubtful accounts 2,084 2,540 Total accounts receivable, net $ 478,373 $ 290,183 |
Schedule of Inventory, Current | The components of inventories consist of the following (amounts in thousands): March 31, 2017 2016 Raw materials $ 14,430 $ 12,179 Work in process 268,281 208,283 Finished goods 134,491 86,353 Total inventories $ 417,202 $ 306,815 |
Property, Plant and Equipment | Property, plant and equipment consists of the following (amounts in thousands): March 31, 2017 2016 Land $ 73,447 $ 63,907 Building and building improvements 499,668 458,379 Machinery and equipment 1,774,920 1,645,617 Projects in process 104,318 99,370 Total property, plant and equipment, gross 2,452,353 2,267,273 Less accumulated depreciation and amortization 1,769,015 1,657,877 Total property, plant and equipment, net $ 683,338 $ 609,396 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The results of discontinued operations for the year ended March 31, 2017 are as follows (amounts in thousands): March 31, 2017 Net sales $ 18,334 Cost of sales 15,841 Operating expenses 10,650 Gain on Sale 643 Income tax benefit (1,561 ) Net loss from discontinued operations $ (5,953 ) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets consist of the following (amounts in thousands): March 31, 2017 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 1,932,329 $ (419,468 ) $ 1,512,861 Customer-related 716,945 (123,616 ) 593,329 Trademarks and trade names 11,700 (9,636 ) 2,064 In-process research and development 38,511 — 38,511 Distribution rights 5,578 (5,346 ) 232 Other 1,449 (354 ) 1,095 Total $ 2,706,512 $ (558,420 ) $ 2,148,092 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 research and development 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 fiscal 2018 through fiscal 2022 , absent any future acquisitions or impairment charges (amounts in thousands): Fiscal Year Ending March 31, Projected Amortization Expense 2018 $490,382 2019 361,988 2020 313,288 2021 256,930 2022 189,881 |
Goodwill Activity | Goodwill activity for fiscal 2017 and fiscal 2016 was as follows (amounts in thousands): Semiconductor Products Reporting Unit Technology Licensing Reporting Unit Balance at March 31, 2015 $ 552,071 $ 19,200 Additions due to the acquisition of Micrel 440,992 — Adjustments due to the acquisition of ISSC 389 — Balance at March 31, 2016 993,452 19,200 Additions due to the acquisition of Atmel 1,286,371 — Adjustments due to the acquisition of Micrel (14 ) — Balance at March 31, 2017 $ 2,279,809 $ 19,200 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of income tax expense (benefit) | The income tax provision consists of the following (amounts in thousands): Year Ended March 31, 2017 2016 2015 Pretax Income: U.S. $ (279,304 ) $ (75,515 ) $ (944 ) Foreign 369,091 356,808 346,851 $ 89,787 $ 281,293 $ 345,907 Current expense (benefit): U.S. Federal $ 21,287 $ (3,966 ) $ (3,185 ) State 1,004 (188 ) (24 ) Foreign 23,792 21,947 16,602 Total current $ 46,083 $ 17,793 $ 13,393 Deferred expense (benefit): U.S. Federal $ (114,743 ) $ (42,207 ) $ (22,641 ) State (5,409 ) (1,990 ) (1,562 ) Foreign (6,736 ) (16,228 ) (8,608 ) Total deferred (126,888 ) (60,425 ) (32,811 ) Total $ (80,805 ) $ (42,632 ) $ (19,418 ) |
Reconciliation of expected federal income tax expense to actual | The sources and tax effects of the differences in the total income tax provision are as follows (amounts in thousands): Year Ended March 31, 2017 2016 2015 Computed expected income tax provision $ 31,425 $ 98,453 $ 121,067 State income taxes, net of federal benefits (4,609 ) (1,246 ) (20 ) Research and development tax credits - current year (12,852 ) (13,542 ) (9,703 ) Research and development tax credits - prior years — (2,511 ) (1,789 ) Foreign income taxed at lower than the federal rate (105,069 ) (114,497 ) (106,939 ) Increases related to current and prior year tax positions 53,695 14,462 19,769 Decreases related to prior year tax positions (1) (36,297 ) (12,103 ) (33,100 ) Withholding taxes 5,643 5,970 5,218 Change in valuation allowance 1,814 (2,482 ) (14,286 ) Intercompany prepaid tax asset amortization 7,931 (15,493 ) (1,089 ) Share-based compensation (24,998 ) — — Other 2,512 357 1,454 Total $ (80,805 ) $ (42,632 ) $ (19,418 ) (1) The release of prior year tax positions during fiscal 2017 increased each of the basic and diluted net income per common share by $0.17 and $0.15 , respectively. The release of prior year tax positions during fiscal 2016 increased the basic and diluted net income per common share by $0.06 . The release of prior year tax positions during fiscal 2015 increased each of the basic and diluted net income per common share by $0.16 and $0.15 , respectively. |
Schedule of deferred tax assets and liabilities | The tax effects of temporary differences that give rise to significant portions of the Company's deferred tax assets and deferred tax liabilities are as follows (amounts in thousands): March 31, 2017 2016 Deferred tax assets: Deferred income on shipments to distributors $ 55,674 $ 34,830 Inventory valuation 14,608 12,082 Net operating loss carryforward 91,606 63,209 Capital loss carryforward 12,927 5,707 Share-based compensation 42,547 31,410 Income tax credits 243,049 100,294 Property, plant and equipment 59,700 16,262 Accrued expenses and other 110,347 37,292 Gross deferred tax assets 630,458 301,086 Valuation allowances (210,120 ) (161,834 ) Deferred tax assets, net of valuation allowances 420,338 139,252 Deferred tax liabilities: Convertible debt (606,674 ) (496,626 ) Intangible assets (147,543 ) (20,597 ) Other (6,296 ) (6,416 ) Deferred tax liabilities (760,513 ) (523,639 ) Net deferred tax liability $ (340,175 ) $ (384,387 ) Reported as: Non-current deferred tax assets $ 68,870 $ 14,831 Non-current deferred tax liability (409,045 ) (399,218 ) Net deferred tax liability $ (340,175 ) $ (384,387 ) |
Rollforward of unrecognized tax benefits | The following table summarizes the activity related to the Company's gross unrecognized tax benefits from April 1, 2014 to March 31, 2017 (amounts in thousands): Year Ended March 31, 2017 2016 2015 Beginning balance $ 220,669 $ 170,654 $ 149,878 Increases related to acquisitions 193,297 46,245 8,381 Decreases related to settlements with tax authorities (11,729 ) (7,954 ) (20,197 ) Decreases related to statute of limitation expirations (7,556 ) (4,591 ) (9,031 ) Increases related to current year tax positions 26,332 16,315 23,179 Decreases/Increases related to prior year tax positions (22,536 ) — 18,444 Ending balance $ 398,477 $ 220,669 $ 170,654 |
Debt and Credit Facility (Table
Debt and Credit Facility (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Convertible Debt [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | Debt obligations included in the consolidated balance sheets consisted of the following (in millions): Coupon Interest Rate Effective Interest Rate Fair Value of Liability Component at Issuance (1) March 31, 2017 2016 Senior Indebtedness Credit Facility $ — $ 1,052.0 Senior Subordinated Convertible Debt 2017 Senior Debt, maturing February 15, 2027 1.625% 6.0% $1,396.3 $ 2,070.0 $ — 2015 Senior Debt, maturing February 15, 2025 1.625% 5.9% 1,160.1 1,725.0 1,725.0 Junior Subordinated Convertible Debt 2017 Junior Debt, maturing February 15, 2037 2.250% 7.5% 264.8 575.0 — 2007 Junior Debt, maturing December 15, 2037 2.125% 9.1% 41.0 143.8 575.0 Total Convertible Debt 4,513.8 2,300.0 Gross long-term debt including current maturities 4,513.8 3,352.0 Less: Debt discount (2) (1,516.5 ) (869.0 ) Less: Debt issuance costs (3) (46.8 ) (29.6 ) Net long-term debt including current maturities 2,950.5 2,453.4 Less: Current maturities (4) (50.0 ) — Net long-term debt $ 2,900.5 $ 2,453.4 (1) As each of the convertible instruments may be settled in cash upon conversion, for accounting purposes, they were bifurcated into a liability component and an equity component, which are both initially recorded at fair value. The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance. The resulting debt discount is being amortized to interest expense at the respective effective interest rate over the contractual term of the debt. (2) The unamortized discount includes the following (in millions): March 31, 2017 2016 2017 Senior Debt $ (667.5 ) $ — 2015 Senior Debt (446.6 ) (490.3 ) 2017 Junior Debt (309.3 ) — 2007 Junior Debt (93.1 ) (378.7 ) Total unamortized discount $ (1,516.5 ) $ (869.0 ) (3) Debt issuance costs include the following (in millions): March 31, 2017 2016 Senior Credit Facility $ (8.5 ) $ (8.8 ) 2017 Senior Debt (17.6 ) — 2015 Senior Debt (16.6 ) (18.4 ) 2017 Junior Debt (3.4 ) — 2007 Junior Debt (0.7 ) (2.4 ) Total debt issuance costs $ (46.8 ) $ (29.6 ) (4) Current maturities include the full balance of the 2007 junior debt. |
Schedule of Unamortized Discount and Debt Issuance Costs | The unamortized discount includes the following (in millions): March 31, 2017 2016 2017 Senior Debt $ (667.5 ) $ — 2015 Senior Debt (446.6 ) (490.3 ) 2017 Junior Debt (309.3 ) — 2007 Junior Debt (93.1 ) (378.7 ) Total unamortized discount $ (1,516.5 ) $ (869.0 ) (3) Debt issuance costs include the following (in millions): March 31, 2017 2016 Senior Credit Facility $ (8.5 ) $ (8.8 ) 2017 Senior Debt (17.6 ) — 2015 Senior Debt (16.6 ) (18.4 ) 2017 Junior Debt (3.4 ) — 2007 Junior Debt (0.7 ) (2.4 ) Total debt issuance costs $ (46.8 ) $ (29.6 ) |
Convertible Debt | The following table sets forth the applicable Conversion Rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable Maximum Incremental Share Rate (with the exception of the 2007 Junior Debt) and applicable Conversion Rates as adjusted for dividends paid since the applicable issuance date: Dividend adjusted rates as of March 31, 2017 Conversion Rate, adjusted Conversion Price, adjusted Maximum Incremental Rate, adjusted Maximum Conversion Rate, adjusted 2017 Senior Debt 9.9435 $ 100.57 4.9718 14.1695 2015 Senior Debt 15.5063 $ 64.49 7.7531 21.7087 2017 Junior Debt 10.1211 $ 98.80 5.0606 14.1695 2007 Junior Debt 42.1312 $ 23.74 NA 48.4509 The following is the weighted average conversion price per share used in calculating the dilutive effect (See Note 11 for details on the convertible debt): March 31, 2017 2016 2015 2007 Junior Debt $ 24.01 $ 24.73 $ 25.48 2015 Senior Debt $ 65.21 $ 67.19 $ 68.25 2017 Senior Debt $ 100.58 $ — $ — 2017 Junior Debt $ 98.81 $ — $ — |
Schedule of Interest Expense | Interest expense includes the following (in millions): Year Ended March 31, 2017 2016 2015 Debt issuance amortization $ 2.1 $ 1.8 $ 0.4 Amortization of debt discount - non cash interest expense 56.1 48.0 14.8 Coupon interest expense 44.5 40.2 26.6 Total $ 102.7 $ 90.0 $ 41.8 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | The aggregate net pension expense relating to these two plans is as follows (amounts in thousands): Year Ended March 31, 2017 Service costs $ 1,430 Interest costs 962 Settlements 511 Net pension period cost $ 2,903 |
Schedule of Changes in Projected Benefit Obligations | The change in projected benefit obligation and the accumulated benefit obligation, were as follows (amounts in thousands): Projected benefit obligation at April 4, 2016 $ 40,313 Service cost 1,430 Interest cost 962 Settlements 511 Actuarial losses 7,969 Benefits paid (440 ) Foreign currency exchange rate changes (322 ) Projected benefit obligation at March 31, 2017 $ 50,423 Accumulated benefit obligation at March 31, 2017 45,610 |
Schedule of Assumptions Used | Weighted average actuarial assumptions used to determine benefit obligations for the plans were as follows at March 31, 2017 : Weighted average assumed discount rate 1.82% Weighted average assumed compensation rate of increase 2.90% |
Schedule of Expected Benefit Payments | Future estimated expected benefit payments for the remainder of fiscal 2018 through 2027 are as follows (amounts in thousands): Fiscal Year Ending March 31, Expected Benefit Payments 2018 $ 700 2019 714 2020 1,017 2021 1,033 2022 1,549 2023 through 2027 8,664 Total $ 13,677 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Expense | The following table presents the details of the Company's share-based compensation expense (amounts in thousands): Year Ended March 31, 2017 2016 2015 Cost of sales $ 18,713 (1) $ 8,252 (1) $ 9,010 (1) Research and development 46,801 32,022 28,164 Selling, general and administrative 62,641 31,146 21,422 Pre-tax effect of share-based compensation 128,155 71,420 58,596 Income tax benefit 44,214 (2) 23,012 10,640 Net income effect of share-based compensation $ 83,941 $ 48,408 $ 47,956 (1) During the year ended March 31, 2017 , $ 11.3 million of share-based compensation expense was capitalized to inventory. The amount of share-based compensation included in cost of sales during fiscal 2017 included $14.5 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 year ended March 31, 2016 , $ 7.9 million of share-based compensation expense was capitalized to inventory, and $ 8.3 million of previously capitalized share-based compensation expense in inventory was sold. During the year ended March 31, 2015 , $ 6.8 million of share-based compensation expense was capitalized to inventory, and $ 9.0 million of previously capitalized share-based compensation expense in inventory was sold. (2) Amounts exclude excess tax benefits related to share-based compensation of $25.0 million for the year ended March 31, 2017 . The Company elected to early adopt ASU 2016-09 effective April 1, 2016. Prior to the adoption of ASU 2016-09, the Company recognized excess tax benefits related to share-based compensation in additional paid-in capital. Refer to Note 1 for additional information on the adoption of this standard. |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | RSU share activity under the 2004 Plan is set forth below: Number of Shares Weighted Average Grant Date Fair Value Nonvested shares at March 31, 2014 5,530,034 $ 30.13 Granted 1,446,968 42.02 Forfeited (266,415 ) 32.45 Vested (1,441,671 ) 26.96 Nonvested shares at March 31, 2015 5,268,916 34.15 Granted 2,479,729 38.91 Assumed upon acquisition 525,442 40.58 Forfeited (360,072 ) 38.20 Vested (1,606,273 ) 32.47 Nonvested shares at March 31, 2016 6,307,742 36.76 Granted 1,635,655 51.46 Assumed upon acquisition 2,059,524 46.57 Forfeited (722,212 ) 43.58 Vested (2,861,253 ) 38.60 Nonvested shares at March 31, 2017 6,419,456 $ 42.06 |
Schedule of Share-based Compensation, Stock Options, Activity | Stock option and stock appreciation right (SAR) activity under the Company's stock incentive plans in the three years ended March 31, 2017 is set forth below: Number of Shares Weighted Average Exercise Price per Share Outstanding at March 31, 2014 573,611 $ 24.75 Granted 27,654 46.66 Assumed upon acquisition 666,586 29.33 Exercised (477,618 ) 26.42 Canceled (105,934 ) 28.17 Outstanding at March 31, 2015 684,299 28.41 Granted 244 41.09 Assumed upon acquisition 604,900 35.03 Exercised (221,987 ) 25.30 Canceled (153,948 ) 31.52 Outstanding at March 31, 2016 913,508 33.00 Exercised (437,906 ) 34.34 Canceled (42,485 ) 34.26 Outstanding at March 31, 2017 433,117 $ 31.51 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted average fair values per share of stock options granted in the years ended March 31, 2016 and 2015 was $ 8.85 and $ 9.00 , respectively. The fair values per share of stock options granted in the years ended March 31, 2016 and 2015 were estimated utilizing the following assumptions: Year Ended March 31, 2016 2015 Expected term (in years) 6.5 6.5 Volatility 29.50 % 26.65 % Risk-free interest rate 1.54 % 1.59 % Dividend yield 3.00 % 3.00 % |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Commitments [Abstract] | |
Future minimum lease commitments | The future minimum lease commitments under these operating leases at March 31, 2017 were as follows (amounts in thousands): Year Ending March 31, Amount 2018 $ 26,259 2019 21,114 2020 14,920 2021 11,645 2022 11,038 Thereafter 2,423 Total minimum payments $ 87,399 |
Geographic and Segment Inform47
Geographic and Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenues and Gross Profit for Each Segment | The following table represents revenues and gross profit for each segment (amounts in thousands): Years ended March 31, 2017 2016 2015 Net Sales Gross Profit Net Sales Gross Profit Net Sales Gross Profit Semiconductor products $ 3,316,651 $ 1,666,040 $ 2,084,210 $ 1,116,340 $ 2,057,443 $ 1,139,971 Technology licensing 91,156 91,156 89,124 89,124 89,593 89,593 Total $ 3,407,807 $ 1,757,196 $ 2,173,334 $ 1,205,464 $ 2,147,036 $ 1,229,564 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Identifiable long-lived assets (consisting of property, plant and equipment net of accumulated amortization) by geographic area are as follows (amounts in thousands): March 31, 2017 2016 United States $ 388,537 $ 373,860 Thailand 210,603 182,813 Various other countries 84,198 52,723 Total long-lived assets $ 683,338 $ 609,396 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The following table summarizes the location and amount of the gain or loss on the hedged item attributable to the changes in the LIBOR swap rate and the offsetting gain or loss on the related interest rate swap agreements for the years ended March 31, 2016 and 2015. The difference represents hedge ineffectiveness (amounts in thousands): Year ended March 31, 2016 2015 Income Statement Classification Gain (Loss) on 2015 Senior Debt Gain (Loss) on Interest Rate Swap Gain (Loss) on 2015 Senior Debt Gain (Loss) on Interest Rate Swap Other income (expense) $ (18,060 ) $ 16,345 $ (8,302 ) $ 8,928 |
Net income per common share att
Net income per common share attributable to Microchip Technology Stockholders (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted net income per common share from continuing operations attributable to Microchip stockholders (in thousands, except per share amounts): Year Ended March 31, 2017 2016 2015 Net income from continuing operations attributable to Microchip $ 170,592 $ 324,132 $ 369,009 Weighted average common shares outstanding 217,196 203,384 200,937 Dilutive effect of stock options and RSUs 4,357 3,350 3,642 Dilutive effect of 2007 Junior Debt 12,715 10,654 18,982 Dilutive effect of 2015 Senior Debt 538 — — Dilutive effect of 2017 Senior Debt — — — Dilutive effect of 2017 Junior Debt — — — Weighted average common and potential common shares outstanding 234,806 217,388 223,561 Basic net income per common share from continuing operations attributable to Microchip stockholders $ 0.79 $ 1.59 $ 1.84 Diluted net income per common share from continuing operations attributable to Microchip stockholders $ 0.73 $ 1.49 $ 1.65 |
Convertible Debt | The following table sets forth the applicable Conversion Rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable Maximum Incremental Share Rate (with the exception of the 2007 Junior Debt) and applicable Conversion Rates as adjusted for dividends paid since the applicable issuance date: Dividend adjusted rates as of March 31, 2017 Conversion Rate, adjusted Conversion Price, adjusted Maximum Incremental Rate, adjusted Maximum Conversion Rate, adjusted 2017 Senior Debt 9.9435 $ 100.57 4.9718 14.1695 2015 Senior Debt 15.5063 $ 64.49 7.7531 21.7087 2017 Junior Debt 10.1211 $ 98.80 5.0606 14.1695 2007 Junior Debt 42.1312 $ 23.74 NA 48.4509 The following is the weighted average conversion price per share used in calculating the dilutive effect (See Note 11 for details on the convertible debt): March 31, 2017 2016 2015 2007 Junior Debt $ 24.01 $ 24.73 $ 25.48 2015 Senior Debt $ 65.21 $ 67.19 $ 68.25 2017 Senior Debt $ 100.58 $ — $ — 2017 Junior Debt $ 98.81 $ — $ — |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | The following table presents the Company's selected unaudited quarterly operating results for the eight quarters ended March 31, 2017 . The Company believes that all adjustments of a normal recurring nature have been made to present fairly the related quarterly results (in thousands, except per share amounts): Fiscal 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total Net sales $ 799,411 $ 871,364 $ 834,366 $ 902,666 $ 3,407,807 Gross profit 348,490 410,621 465,259 532,826 1,757,196 Operating income (59,104 ) 62,760 118,074 154,087 275,817 Net income (113,363 ) 33,919 107,175 136,908 164,639 Diluted net income per common share attributable to Microchip stockholders (0.53 ) 0.14 0.46 0.57 0.71 Fiscal 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total Net sales $ 533,952 $ 541,391 $ 540,344 $ 557,647 $ 2,173,334 Gross profit 309,017 300,950 292,718 302,779 1,205,464 Operating income 121,319 74,948 76,132 79,946 352,345 Net income 130,460 64,899 61,211 67,355 323,925 Less: Net loss attributable to noncontrolling interests 207 — — — 207 Net income attributable to Microchip Technology 130,667 64,899 61,211 67,355 324,132 Diluted net income per common share attributable to Microchip stockholders 0.60 0.30 0.28 0.31 1.49 |
Supplemental Financial Inform51
Supplemental Financial Information (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure Deferred Tax Assets | A summary of additions and deductions related to the valuation allowance for deferred tax asset accounts for the years ended March 31, 2017 , 2016 and 2015 follows (amounts in thousands): Balance at Beginning of Year Additions Charged to Costs and Expenses Additions Charged to Other Accounts Deductions Balance at End of Year Valuation allowance for deferred tax assets: Fiscal Year 2017 $ 161,834 $ 15,220 $ 37,578 $ (4,512 ) $ 210,120 Fiscal Year 2016 116,482 5,535 47,834 (8,017 ) 161,834 Fiscal Year 2015 93,811 — 36,957 (14,286 ) 116,482 |
Schedule of Valuation and Qualifying Accounts Disclosure Allowance for Doubtful Accounts | A summary of additions and deductions related to the allowance for doubtful accounts for the years ended March 31, 2017 , 2016 and 2015 follows (amounts in thousands): Balance at Beginning of Year Additions Charged to Costs and Expenses Deductions (1) Balance at End of Year Allowance for doubtful accounts: Fiscal Year 2017 $ 2,540 $ 184 $ (640 ) $ 2,084 Fiscal Year 2016 2,621 59 (140 ) 2,540 Fiscal Year 2015 2,918 104 (401 ) 2,621 (1) Deductions represent uncollectible accounts written off, net of recoveries. |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables present the changes in the components of accumulated other comprehensive income (AOCI) for the years ended March 31, 2017 and March 31, 2016 : Year ended March 31, 2017 Unrealized Holding Gains (Losses) Available-for-sale Securities Minimum Pension Liability Foreign Currency Total Balance at March 31, 2016 $ 348 $ 44 $ (3,749 ) $ (3,357 ) Other comprehensive loss before reclassifications (1,558 ) (5,307 ) (5,678 ) (12,543 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,522 — — 1,522 Net other comprehensive loss (36 ) (5,307 ) (5,678 ) (11,021 ) Balance at March 31, 2017 $ 312 $ (5,263 ) $ (9,427 ) $ (14,378 ) Year ended March 31, 2016 Unrealized Holding Gains (Losses) Available-for-sale Securities Minimum Pension Liability Foreign Currency Total Balance at March 31, 2015 $ 14,537 $ 13 $ (3,474 ) $ 11,076 Other comprehensive (loss) income before reclassifications (3,241 ) 31 — (3,210 ) Amounts reclassified from accumulated other comprehensive income (loss) (10,948 ) — — (10,948 ) Net other comprehensive income (loss) (14,189 ) 31 — (14,158 ) Purchase of shares from noncontrolling interest — — (275 ) (275 ) Balance at March 31, 2016 $ 348 $ 44 $ (3,749 ) $ (3,357 ) |
Reclassification out of Accumulated Other Comprehensive Income | The table below details where reclassifications of realized transactions out of AOCI are recorded on the consolidated statements of income. Year ended March 31, Description of AOCI Component 2017 2016 2015 Related Statement of Income Line Unrealized (losses) gains on available-for-sale securities $ (1,522 ) $ 10,948 $ 18,706 Other income, net Taxes — — (12 ) Provision for income taxes Reclassification of realized transactions, net of taxes $ (1,522 ) $ 10,948 $ 18,694 Net Income |
Significant Accounting Polici52
Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2017USD ($)unitsegmentday | Mar. 31, 2016USD ($) | |
Accounting Policies [Abstract] | ||
Deferred revenue on shipments to distributors | $ 418,000 | $ 267,200 |
Deferred cost of sales on shipments to distributors | 125,200 | 83,800 |
Deferred income on shipments to distributors | $ 292,815 | 183,432 |
Property, Plant and Equipment [Line Items] | ||
Number of reporting units | unit | 2 | |
Amount of distributor advances, included in deferred income on shipments to distributors in consolidated balance sheets | $ 203,900 | $ 102,900 |
Number of days requiring distributor to settle receivable balances (in days) | day | 30 | |
Number of operating segments | segment | 2 | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 1 year | |
Minimum | Building and Building Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 10 years | |
Minimum | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 15 years | |
Maximum | Building and Building Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 40 years | |
Maximum | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 7 years |
Accounting Pronouncements (Deta
Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | $ 75,075 | $ 79,393 |
Total assets | 7,686,881 | 5,537,883 |
Long-term debt | 2,900,524 | 2,453,405 |
Total liabilities and stockholder's equity | 7,686,881 | 5,537,883 |
Adoption of ASU 2016-09, cumulative adjustment | 49,572 | |
Scenario, Previously Reported | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | 109,025 | |
Total assets | 5,567,515 | |
Long-term debt | 2,483,037 | |
Total liabilities and stockholder's equity | 5,567,515 | |
Scenario, Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | (29,632) | |
Total assets | (29,632) | |
Long-term debt | (29,632) | |
Total liabilities and stockholder's equity | (29,632) | |
Scenario, Actual | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | 79,393 | |
Total assets | 5,537,883 | |
Long-term debt | 2,453,405 | |
Total liabilities and stockholder's equity | $ 5,537,883 | |
Accounting Standards Update 2016-09, Forfeiture Rate Component, Share-based Payment Award Component | New Accounting Pronouncement, Early Adoption, Effect | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred income tax assets, net | 2,300 | |
Accounting Standards Update 2016-09, Excess Tax Benefit Component | New Accounting Pronouncement, Early Adoption, Effect | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred income tax assets, net | 47,200 | |
Retained Earnings | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adoption of ASU 2016-09, cumulative adjustment | 47,605 | |
Retained Earnings | Accounting Standards Update 2016-09, Forfeiture Rate Component | New Accounting Pronouncement, Early Adoption, Effect | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adoption of ASU 2016-09, cumulative adjustment | 2,000 | |
Retained Earnings | Accounting Standards Update 2016-09, Forfeiture Rate Component, Share-based Payment Award Component | New Accounting Pronouncement, Early Adoption, Effect | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adoption of ASU 2016-09, cumulative adjustment | 2,300 | |
Retained Earnings | Accounting Standards Update 2016-09, Excess Tax Benefit Component | New Accounting Pronouncement, Early Adoption, Effect | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adoption of ASU 2016-09, cumulative adjustment | 47,200 | |
Additional Paid-in Capital | Accounting Standards Update 2016-09, Forfeiture Rate Component | New Accounting Pronouncement, Early Adoption, Effect | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adoption of ASU 2016-09, cumulative adjustment | $ (2,000) |
Business Acquisitions (Narrativ
Business Acquisitions (Narrative) (Details) - USD ($) $ in Thousands, shares in Millions | Apr. 04, 2016 | Aug. 03, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2016 | Jul. 17, 2014 | Apr. 01, 2014 |
Business Acquisition [Line Items] | ||||||||||||
Non-cash consideration, exchange of employee stock awards (amount) | $ 7,470 | $ 4,052 | ||||||||||
Net Loss Attributable to Noncontrolling Interest | $ 0 | $ 0 | $ 0 | $ 207 | 0 | 207 | $ 3,684 | |||||
Atmel Corporation | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for shares | $ 2,980,000 | |||||||||||
Shares issued in acquisition | 10.1 | |||||||||||
Equity interest issued or issuable, value assigned | $ 486,100 | |||||||||||
Separately recognized transactions, expenses and losses recognized | 14,900 | |||||||||||
Consideration transferred, share based payment awards | 7,470 | |||||||||||
Total consideration transferred | 3,470,000 | |||||||||||
Recognized identifiable assets acquired and liabilities assumed, liabilities | 653,100 | 653,058 | $ 722,240 | |||||||||
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 | |||||||||||
Useful life (in years) | 9 years | |||||||||||
Net deferred tax liability for future amortization expense of acquired intangible assets | $ 178,100 | |||||||||||
Revenue of acquiree included in statement of income since the acquisition date | 1,062,600 | |||||||||||
Pro forma information, earnings or loss of acquiree since acquisition date | (314,300) | |||||||||||
Long-term deferred tax assets | $ 46,700 | $ 49,466 | ||||||||||
Micrel Incorporated | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for shares | $ 430,000 | |||||||||||
Shares issued in acquisition | 8.6 | |||||||||||
Non-cash consideration, exchange of employee stock awards (amount) | $ 4,100 | |||||||||||
Total consideration transferred | 816,200 | |||||||||||
Recognized identifiable assets acquired and liabilities assumed, liabilities | 138,419 | |||||||||||
Net deferred tax liability for future amortization expense of acquired intangible assets | 99,700 | |||||||||||
Cash paid in a business combination for employee vested stock awards | 13,100 | |||||||||||
Long-term deferred tax assets | $ 11,400 | |||||||||||
ISSC Technologies Corporation | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Recognized identifiable assets acquired and liabilities assumed, liabilities | $ 56,557 | |||||||||||
Percentage of interest acquired in acquisition | 100.00% | 83.50% | ||||||||||
Supertex Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Non-cash consideration, exchange of employee stock awards (amount) | 1,622 | |||||||||||
Recognized identifiable assets acquired and liabilities assumed, liabilities | $ 64,012 | |||||||||||
Noncontrolling Interest | ISSC Technologies Corporation | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Net Loss Attributable to Noncontrolling Interest | $ 200 | $ 3,700 |
Business Acquisitions (Schedule
Business Acquisitions (Schedule of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Mar. 31, 2017 | Jun. 30, 2016 | Apr. 04, 2016 | Mar. 31, 2016 | Aug. 03, 2015 | Jul. 17, 2014 | Apr. 01, 2014 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 2,299,009 | $ 1,012,652 | |||||
Atmel Corporation | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | 230,266 | $ 230,266 | |||||
Accounts receivable, net | 141,359 | 135,427 | |||||
Inventories | 335,163 | 333,208 | |||||
Prepaid expenses and other current assets | 28,360 | 28,360 | |||||
Assets held for sale | 32,006 | 24,394 | |||||
Property, plant and equipment, net | 129,884 | 129,587 | |||||
Goodwill | 1,286,371 | 1,378,317 | |||||
Purchased intangible assets | 1,888,392 | 1,880,245 | |||||
Long-term deferred tax assets | 46,700 | 49,466 | |||||
Other assets | 7,535 | 5,948 | |||||
Total assets acquired | 4,126,036 | 4,195,218 | |||||
Accounts payable | (55,686) | (55,686) | |||||
Other current liabilities | (120,955) | (119,152) | |||||
Long-term line of credit | (192,000) | (192,000) | |||||
Long-term income tax payable | (115,177) | (174,380) | |||||
Deferred tax liabilities | (27,552) | (74,334) | |||||
Other long-term liabilities | (141,688) | (106,688) | |||||
Total liabilities assumed | (653,058) | (722,240) | $ (653,100) | ||||
Purchase price allocated | 3,472,978 | $ 3,472,978 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||||||
Accounts receivable, net | 5,932 | ||||||
Inventories | 1,955 | ||||||
Assets held for sale | 7,612 | ||||||
Property, plant and equipment | 297 | ||||||
Goodwill | (91,946) | ||||||
Purchased intangible assets | 8,147 | ||||||
Long-term deferred tax assets | (2,766) | ||||||
Other assets | 1,587 | ||||||
Total assets acquired | (69,182) | ||||||
Other current liabilities | (1,803) | ||||||
Deferred tax liabilities | 46,782 | ||||||
Long-term income tax payable | 59,203 | ||||||
Other long-term liabilities | (35,000) | ||||||
Total liabilities assumed | $ 69,182 | ||||||
Micrel Incorporated | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 99,196 | ||||||
Accounts receivable, net | 14,096 | ||||||
Inventories | 73,468 | ||||||
Prepaid expenses and other current assets | 10,652 | ||||||
Property, plant and equipment, net | 38,491 | ||||||
Goodwill | 440,978 | ||||||
Purchased intangible assets | 273,500 | ||||||
Long-term deferred tax assets | 11,400 | ||||||
Other assets | 4,268 | ||||||
Total assets acquired | 954,649 | ||||||
Accounts payable | (11,068) | ||||||
Other current liabilities | (31,552) | ||||||
Long-term income tax payable | (7,637) | ||||||
Deferred tax liabilities | (88,035) | ||||||
Other long-term liabilities | (127) | ||||||
Total liabilities assumed | (138,419) | ||||||
Purchase price allocated | $ 816,230 | ||||||
ISSC Technologies Corporation | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 15,120 | ||||||
Short-term investments | 27,063 | ||||||
Accounts receivable, net | 8,792 | ||||||
Inventories | 16,542 | ||||||
Prepaid expenses and other current assets | 2,501 | ||||||
Property, plant and equipment, net | 2,637 | ||||||
Goodwill | 154,788 | ||||||
Purchased intangible assets | 147,800 | ||||||
Other assets | 1,370 | ||||||
Total assets acquired | 376,613 | ||||||
Accounts payable | (9,860) | ||||||
Other current liabilities | (16,535) | ||||||
Long-term income tax payable | (4,791) | ||||||
Deferred tax liabilities | (25,126) | ||||||
Other long-term liabilities | (245) | ||||||
Total liabilities assumed | (56,557) | ||||||
Net assets acquired | 320,056 | ||||||
Less: noncontrolling interest | (52,467) | ||||||
Net assets acquired | $ 267,589 | ||||||
Supertex Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 14,790 | ||||||
Short-term investments | 140,984 | ||||||
Accounts receivable, net | 7,047 | ||||||
Inventories | 27,630 | ||||||
Prepaid expenses | 1,493 | ||||||
Deferred tax assets | 2,456 | ||||||
Other current assets | 12,625 | ||||||
Property, plant and equipment, net | 15,679 | ||||||
Goodwill | 143,160 | ||||||
Purchased intangible assets | 89,600 | ||||||
Other assets | 325 | ||||||
Total assets acquired | 455,789 | ||||||
Accounts payable | (8,481) | ||||||
Other current liabilities | (19,224) | ||||||
Long-term income tax payable | (3,796) | ||||||
Deferred tax liabilities | (32,511) | ||||||
Total liabilities assumed | (64,012) | ||||||
Net assets acquired | $ 391,777 |
Business Acquisitions (Schedu56
Business Acquisitions (Schedule of Purchased Intangible Assets) (Details) - USD ($) $ in Thousands | Apr. 04, 2016 | Aug. 03, 2015 | Jul. 17, 2014 | Apr. 01, 2014 | Mar. 31, 2017 |
Core/developed technology | |||||
Business Acquisition [Line Items] | |||||
Purchased intangible assets | $ 1,215,700 | ||||
Backlog | |||||
Business Acquisition [Line Items] | |||||
Purchased intangible assets | 40,300 | ||||
Other intangible assets | |||||
Business Acquisition [Line Items] | |||||
Purchased intangible assets | $ 1,800 | ||||
Atmel Corporation | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 9 years | ||||
Purchased intangible assets | $ 1,888,392 | ||||
Atmel Corporation | Core/developed technology | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 11 years | ||||
Purchased intangible assets | $ 1,074,987 | ||||
Atmel Corporation | In-process technology | |||||
Business Acquisition [Line Items] | |||||
Purchased intangible assets | $ 140,700 | ||||
Atmel Corporation | Customer-related | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 6 years | ||||
Purchased intangible assets | $ 630,600 | ||||
Atmel Corporation | Backlog | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 1 year | ||||
Purchased intangible assets | $ 40,300 | ||||
Atmel Corporation | Other intangible assets | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 5 years | ||||
Purchased intangible assets | $ 1,805 | ||||
Micrel Incorporated | |||||
Business Acquisition [Line Items] | |||||
Purchased intangible assets | $ 273,500 | ||||
Micrel Incorporated | Core/developed technology | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 10 years | ||||
Purchased intangible assets | $ 175,800 | ||||
Micrel Incorporated | In-process technology | |||||
Business Acquisition [Line Items] | |||||
Purchased intangible assets | $ 21,000 | ||||
Micrel Incorporated | Customer-related | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 5 years | ||||
Purchased intangible assets | $ 71,100 | ||||
Micrel Incorporated | Backlog | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 1 year | ||||
Purchased intangible assets | $ 5,600 | ||||
ISSC Technologies Corporation | |||||
Business Acquisition [Line Items] | |||||
Purchased intangible assets | $ 147,800 | ||||
ISSC Technologies Corporation | Core/developed technology | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 10 years | ||||
Purchased intangible assets | $ 68,900 | ||||
ISSC Technologies Corporation | In-process technology | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 10 years | ||||
Purchased intangible assets | $ 27,200 | ||||
ISSC Technologies Corporation | Customer-related | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 3 years | ||||
Purchased intangible assets | $ 51,100 | ||||
ISSC Technologies Corporation | Backlog | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 1 year | ||||
Purchased intangible assets | $ 600 | ||||
Supertex Inc. | |||||
Business Acquisition [Line Items] | |||||
Purchased intangible assets | $ 89,600 | ||||
Supertex Inc. | Core/developed technology | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 10 years | ||||
Purchased intangible assets | $ 68,900 | ||||
Supertex Inc. | In-process technology | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 10 years | ||||
Purchased intangible assets | $ 1,900 | ||||
Supertex Inc. | Customer-related | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 2 years | ||||
Purchased intangible assets | $ 17,700 | ||||
Supertex Inc. | Backlog | |||||
Business Acquisition [Line Items] | |||||
Useful life (in years) | 1 year | ||||
Purchased intangible assets | $ 1,100 |
Business Acquisitions (Schedu57
Business Acquisitions (Schedule of Proforma Results) (Details) - Atmel Corporation - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||
Net sales | $ 3,494 | $ 3,159 |
Net income | $ 337 | $ (384) |
Basic earnings (loss) per share (in usd per share) | $ 1.55 | $ (1.80) |
Diluted earnings (loss) per share (in usd per share) | $ 1.43 | $ (1.80) |
Special Charges (Details)
Special Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Other Nonrecurring (Income) Expense [Abstract] | ||||
Employee separation costs | $ 39,183 | $ 9,577 | $ 2,333 | |
Impairment charges | 12,579 | 0 | 0 | |
Exit costs | $ 39,000 | 44,040 | 686 | 0 |
Other | 2,806 | 900 | 507 | |
Legal settlement costs | 0 | 4,294 | 0 | |
Insurance settlement | 0 | (11,500) | 0 | |
Total | $ 98,608 | $ 3,957 | $ 2,840 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | $ 58 | $ 483 |
Restructuring Charges | 83,223 | 10,263 |
Payments for Restructuring | (45,851) | (10,688) |
Restructuring Reserve, Settled without Cash | (2,810) | |
Restructuring Reserve, Translation Adjustment | (672) | |
Restructuring Reserve, Ending Balance | 40,225 | 58 |
Employee Severance | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | 58 | 483 |
Restructuring Charges | 39,183 | 9,577 |
Payments for Restructuring | (38,893) | (10,002) |
Restructuring Reserve, Settled without Cash | (479) | |
Restructuring Reserve, Translation Adjustment | (672) | |
Restructuring Reserve, Ending Balance | 58 | |
Facility Closing | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | 0 | 0 |
Restructuring Charges | 44,040 | 686 |
Payments for Restructuring | (6,958) | (686) |
Restructuring Reserve, Settled without Cash | (2,331) | |
Restructuring Reserve, Translation Adjustment | 0 | |
Restructuring Reserve, Ending Balance | $ 0 | |
Atmel Corporation | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Accrual Adjustment | 6,277 | |
Atmel Corporation | Employee Severance | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Accrual Adjustment | 6,277 | |
Atmel Corporation | Facility Closing | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Accrual Adjustment | 0 | |
Accrued Liabilities | Employee Severance | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Ending Balance | 5,474 | |
Accrued Liabilities | Facility Closing | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Ending Balance | $ 34,751 |
Summary of Available for Sale (
Summary of Available for Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Summary of available-for-sale securities [Line Items] | ||
Available-for-sale, adjusted cost | $ 500,973 | $ 471,485 |
Available-for-sale, gross unrealized gains | 978 | 447 |
Available-for-sale, gross unrealized losses | (406) | (99) |
Available-for-sale, estimated fair value | 501,545 | 471,833 |
Government agency bonds | ||
Summary of available-for-sale securities [Line Items] | ||
Available-for-sale, adjusted cost | 227,089 | 468,290 |
Available-for-sale, gross unrealized gains | 3 | 439 |
Available-for-sale, gross unrealized losses | (227) | (99) |
Available-for-sale, estimated fair value | 226,865 | 468,630 |
Municipal bonds | ||
Summary of available-for-sale securities [Line Items] | ||
Available-for-sale, adjusted cost | 55,289 | |
Available-for-sale, gross unrealized gains | 0 | |
Available-for-sale, gross unrealized losses | (10) | |
Available-for-sale, estimated fair value | 55,279 | |
Auction rate securities | ||
Summary of available-for-sale securities [Line Items] | ||
Available-for-sale, adjusted cost | 10,000 | |
Available-for-sale, gross unrealized gains | 43 | |
Available-for-sale, gross unrealized losses | 0 | |
Available-for-sale, estimated fair value | 10,043 | |
Corporate bonds and debt | ||
Summary of available-for-sale securities [Line Items] | ||
Available-for-sale, adjusted cost | 207,888 | 1,000 |
Available-for-sale, gross unrealized gains | 53 | 0 |
Available-for-sale, gross unrealized losses | (169) | 0 |
Available-for-sale, estimated fair value | 207,772 | 1,000 |
Equity Securities | ||
Summary of available-for-sale securities [Line Items] | ||
Available-for-sale, adjusted cost | 707 | 2,195 |
Available-for-sale, gross unrealized gains | 879 | 8 |
Available-for-sale, gross unrealized losses | 0 | 0 |
Available-for-sale, estimated fair value | $ 1,586 | $ 2,203 |
Investments AFS (Details)
Investments AFS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities | $ 501,545 | $ 471,833 | |
Amount of short-term investments | 394,088 | 353,284 | |
Amount of long-term investments | 107,457 | 118,549 | |
Proceeds for sale of available-for-sale securities | 470,600 | 1,501,500 | $ 273,900 |
Realized gain on available-for-sale investments | (89) | 13,727 | $ 18,469 |
Corporate bonds and debt | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities | 207,772 | 1,000 | |
Equity Securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities | $ 1,586 | $ 2,203 |
Investments Continuous Unrealiz
Investments Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | 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 | $ 384,974 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, less than twelve months | (406) | |
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 | 384,974 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position | (406) | |
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 | 196,875 | $ 148,562 |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, less than twelve months | (227) | (99) |
Fair value of available-for-sale securities in a continuous unrealized loss position, greater than twelve months | 0 | 0 |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, greater than twelve months | 0 | 0 |
Fair value of available-for-sale securities in a continuous unrealized loss position | 196,875 | 148,562 |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position | (227) | $ (99) |
Municipal 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 | 55,279 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, less than twelve months | (10) | |
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 | 55,279 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position | (10) | |
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 | 132,820 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position, less than twelve months | (169) | |
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 | 132,820 | |
Accumulated loss, available-for-sale securities in a continuous unrealized loss position | $ (169) |
AFS, Debt Maturities (Details)
AFS, Debt Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Schedule of available-for-sale securities, debt maturities [Line Items] | ||
Available-for-sale, adjusted cost | $ 500,973 | $ 471,485 |
Available-for-sale, gross unrealized losses | (406) | (99) |
Available-for-sale, estimated fair value | 501,545 | 471,833 |
Due in one year or less | ||
Schedule of available-for-sale securities, debt maturities [Line Items] | ||
Available-for-sale, adjusted cost | 342,673 | 41,078 |
Available-for-sale, gross unrealized gains | 15 | 5 |
Available-for-sale, gross unrealized losses | (188) | (5) |
Available-for-sale, estimated fair value | 342,500 | 41,078 |
Due after one year and through five years | ||
Schedule of available-for-sale securities, debt maturities [Line Items] | ||
Available-for-sale, adjusted cost | 157,594 | 428,212 |
Available-for-sale, gross unrealized gains | 84 | 434 |
Available-for-sale, gross unrealized losses | (219) | (94) |
Available-for-sale, estimated fair value | 157,459 | 428,552 |
Due after five years and through ten years | ||
Schedule of available-for-sale securities, debt maturities [Line Items] | ||
Available-for-sale, adjusted cost | 0 | 0 |
Available-for-sale, gross unrealized gains | 0 | 0 |
Available-for-sale, gross unrealized losses | 0 | 0 |
Available-for-sale, estimated fair value | 0 | 0 |
Due after ten years | ||
Schedule of available-for-sale securities, debt maturities [Line Items] | ||
Available-for-sale, adjusted cost | 0 | 0 |
Available-for-sale, gross unrealized gains | 0 | 0 |
Available-for-sale, gross unrealized losses | 0 | 0 |
Available-for-sale, estimated fair value | 0 | 0 |
Total Maturities | ||
Schedule of available-for-sale securities, debt maturities [Line Items] | ||
Available-for-sale, adjusted cost | 500,267 | 469,290 |
Available-for-sale, gross unrealized gains | 99 | 439 |
Available-for-sale, gross unrealized losses | (407) | (99) |
Available-for-sale, estimated fair value | 499,959 | 469,630 |
Equity Securities | ||
Schedule of available-for-sale securities, debt maturities [Line Items] | ||
Available-for-sale, adjusted cost | 707 | 2,195 |
Available-for-sale, gross unrealized losses | 0 | 0 |
Available-for-sale, estimated fair value | 1,586 | 2,203 |
Corporate bonds and debt | ||
Schedule of available-for-sale securities, debt maturities [Line Items] | ||
Available-for-sale, adjusted cost | 207,888 | 1,000 |
Available-for-sale, gross unrealized losses | (169) | 0 |
Available-for-sale, estimated fair value | $ 207,772 | $ 1,000 |
Measured on Recurring Basis (De
Measured on Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2017 | |
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | $ 471,833 | $ 501,545 | |
Equity Securities | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 2,203 | 1,586 | |
Corporate bonds and debt | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 1,000 | 207,772 | |
Government agency bonds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 468,630 | 226,865 | |
Municipal bonds- tax exempt | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 55,279 | ||
Municipal bonds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 10,043 | ||
Available-for-sale Securities, Other Disclosure Items [Abstract] | |||
Value of auction rate securities for which recent auctions were unsuccessful | $ 9,800 | ||
Par Value of auction rate securities for which recent auctions were unsuccessful | $ 22,400 | ||
Municipal bonds | Minimum | |||
Available-for-sale Securities, Other Disclosure Items [Abstract] | |||
Discount rate | 2.00% | ||
Liquidity risk premium (percentage) | 9.10% | ||
Anticipated liquidity horizon | 7 years | ||
Municipal bonds | Maximum | |||
Available-for-sale Securities, Other Disclosure Items [Abstract] | |||
Discount rate | 2.50% | ||
Liquidity risk premium (percentage) | 29.50% | ||
Anticipated liquidity horizon | 10 years | ||
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Total assets measured at fair value | 2,564,584 | 1,410,229 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Total assets measured at fair value | 1,789,649 | 345,401 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Total assets measured at fair value | 774,935 | 1,064,828 | |
Fair Value, Measurements, Recurring | Cash and Cash Equivalents | Money Market Funds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Cash and cash equivalents | 1,787,446 | 343,815 | |
Fair Value, Measurements, Recurring | Cash and Cash Equivalents | Demand and time deposits | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Cash and cash equivalents | 305,305 | 564,869 | |
Fair Value, Measurements, Recurring | Cash and Cash Equivalents | Fair Value, Inputs, Level 1 | Money Market Funds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Cash and cash equivalents | 1,787,446 | 343,815 | |
Fair Value, Measurements, Recurring | Cash and Cash Equivalents | Fair Value, Inputs, Level 1 | Demand and time deposits | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Cash and cash equivalents | 0 | 0 | |
Fair Value, Measurements, Recurring | Cash and Cash Equivalents | Fair Value, Inputs, Level 2 | Money Market Funds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Cash and cash equivalents | 0 | 0 | |
Fair Value, Measurements, Recurring | Cash and Cash Equivalents | Fair Value, Inputs, Level 2 | Demand and time deposits | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Cash and cash equivalents | 305,305 | 564,869 | |
Fair Value, Measurements, Recurring | Short-term Investments | Equity Securities | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 2,203 | 1,586 | |
Fair Value, Measurements, Recurring | Short-term Investments | Corporate bonds and debt | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 1,000 | 165,207 | |
Fair Value, Measurements, Recurring | Short-term Investments | Government agency bonds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 350,081 | 161,973 | |
Fair Value, Measurements, Recurring | Short-term Investments | Municipal bonds- tax exempt | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 55,279 | ||
Fair Value, Measurements, Recurring | Short-term Investments | Municipal bonds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 10,043 | ||
Fair Value, Measurements, Recurring | Short-term Investments | Fair Value, Inputs, Level 1 | Equity Securities | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 2,203 | 1,586 | |
Fair Value, Measurements, Recurring | Short-term Investments | Fair Value, Inputs, Level 1 | Corporate bonds and debt | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 0 | 0 | |
Fair Value, Measurements, Recurring | Short-term Investments | Fair Value, Inputs, Level 1 | Government agency bonds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 0 | 0 | |
Fair Value, Measurements, Recurring | Short-term Investments | Fair Value, Inputs, Level 1 | Municipal bonds- tax exempt | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 0 | ||
Fair Value, Measurements, Recurring | Short-term Investments | Fair Value, Inputs, Level 1 | Municipal bonds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 0 | ||
Fair Value, Measurements, Recurring | Short-term Investments | Fair Value, Inputs, Level 2 | Equity Securities | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 0 | 0 | |
Fair Value, Measurements, Recurring | Short-term Investments | Fair Value, Inputs, Level 2 | Corporate bonds and debt | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 1,000 | 165,207 | |
Fair Value, Measurements, Recurring | Short-term Investments | Fair Value, Inputs, Level 2 | Government agency bonds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 350,081 | 161,973 | |
Fair Value, Measurements, Recurring | Short-term Investments | Fair Value, Inputs, Level 2 | Municipal bonds- tax exempt | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 55,279 | ||
Fair Value, Measurements, Recurring | Short-term Investments | Fair Value, Inputs, Level 2 | Municipal bonds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 10,043 | ||
Fair Value, Measurements, Recurring | Other Long-term Investments | Corporate bonds and debt | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 42,565 | ||
Fair Value, Measurements, Recurring | Other Long-term Investments | Government agency bonds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 118,549 | 64,892 | |
Fair Value, Measurements, Recurring | Other Long-term Investments | Fair Value, Inputs, Level 1 | Corporate bonds and debt | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 0 | ||
Fair Value, Measurements, Recurring | Other Long-term Investments | Fair Value, Inputs, Level 1 | Government agency bonds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 0 | 0 | |
Fair Value, Measurements, Recurring | Other Long-term Investments | Fair Value, Inputs, Level 2 | Corporate bonds and debt | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 42,565 | ||
Fair Value, Measurements, Recurring | Other Long-term Investments | Fair Value, Inputs, Level 2 | Government agency bonds | |||
Fair Value, Assets and Liabilities, as Classified on the Condensed Consolidated Balance Sheets [Abstract] | |||
Available-for-sale Securities | 118,549 | $ 64,892 | |
Corporate debt | |||
Available-for-sale Securities, Other Disclosure Items [Abstract] | |||
Transfers out of level three | 2,195 | ||
Sales | 0 | ||
Municipal bonds | |||
Available-for-sale Securities, Other Disclosure Items [Abstract] | |||
Transfers out of level three | 0 | ||
Sales | $ 12,605 |
Unobservable Input Reconciliati
Unobservable Input Reconciliation Assets (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2016USD ($) | |
Auction rate securities | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, measurement with unobservable inputs reconciliation, beginning | $ 9,825 |
Included in earnings | 2,780 |
Purchases, sales, issuances, and settlements, net | (12,605) |
Transfers out of level three | 0 |
Fair value, measurement with unobservable inputs reconciliation, ending | 0 |
Corporate debt | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, measurement with unobservable inputs reconciliation, beginning | 6,190 |
Included in earnings | (3,995) |
Purchases, sales, issuances, and settlements, net | 0 |
Transfers out of level three | (2,195) |
Fair value, measurement with unobservable inputs reconciliation, ending | 0 |
Total Gains (Losses) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Included in earnings | (1,215) |
Fair value, measurement with unobservable inputs reconciliation, ending | $ (1,215) |
Fair Value of Financial Instr66
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 28, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt issuance amortization | $ 33,700 | $ 46,800 | $ 29,600 | |
Subordinated Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt issuance amortization | 38,300 | 20,800 | ||
2017 Senior Subordinated Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt issuance amortization | 17,600 | 0 | ||
2015 Senior Subordinated Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt issuance amortization | 16,600 | 18,400 | ||
2017 Junior Subordinated Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt issuance amortization | $ 30,300 | 3,400 | 0 | |
2007 Junior Subordinated Convertible Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt issuance amortization | 700 | 2,400 | ||
Fair Value | 2017 Senior Subordinated Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value disclosure for Subordinated Convertible Debentures | 2,106,225 | 0 | ||
Fair Value | 2015 Senior Subordinated Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value disclosure for Subordinated Convertible Debentures | 2,481,708 | 1,762,088 | ||
Fair Value | 2017 Junior Subordinated Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value disclosure for Subordinated Convertible Debentures | 586,609 | 0 | ||
Fair Value | 2007 Junior Subordinated Convertible Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value disclosure for Subordinated Convertible Debentures | 445,142 | 1,143,117 | ||
Carrying Amount | 2017 Senior Subordinated Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value disclosure for Subordinated Convertible Debentures | 1,384,914 | 0 | ||
Carrying Amount | 2015 Senior Subordinated Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value disclosure for Subordinated Convertible Debentures | 1,261,787 | 1,216,313 | ||
Carrying Amount | 2017 Junior Subordinated Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value disclosure for Subordinated Convertible Debentures | 262,298 | 0 | ||
Carrying Amount | 2007 Junior Subordinated Convertible Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value disclosure for Subordinated Convertible Debentures | $ 49,952 | $ 193,936 |
Other Financial Statement Det67
Other Financial Statement Details (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivable amounts | $ 480,457 | $ 292,723 |
Less allowance for doubtful accounts | 2,084 | 2,540 |
Accounts receivable, net | 478,373 | 290,183 |
Trade Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivable amounts | 473,238 | 289,013 |
Other Receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivable amounts | $ 7,219 | $ 3,710 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Receivables [Abstract] | ||
Raw materials | $ 14,430 | $ 12,179 |
Work in process | 268,281 | 208,283 |
Finished goods | 134,491 | 86,353 |
Total inventories | $ 417,202 | $ 306,815 |
Property, Plant and Equipment (
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | May 24, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 2,452,353 | $ 2,267,273 | ||
Less accumulated depreciation and amortization | 1,769,015 | 1,657,877 | ||
Total property, plant and equipment, net | 683,338 | 609,396 | ||
Depreciation | 122,900 | 103,900 | $ 97,300 | |
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 73,447 | 63,907 | ||
Building and Building Improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 499,668 | 458,379 | ||
Machinery and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 1,774,920 | 1,645,617 | ||
Construction in Progress | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 104,318 | $ 99,370 | ||
Subsequent Event | San Jose Facility | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceeds from sale of property and assets | $ 10,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Net sales | $ 18,334 | ||
Cost of sales | 15,841 | ||
Operating expenses | 10,650 | ||
Gain on Sale | 643 | ||
Income tax benefit | (1,561) | $ 0 | $ 0 |
Net loss from discontinued operations | $ (5,953) | $ 0 | $ 0 |
Intangible Assets, by Major Cla
Intangible Assets, by Major Class (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | $ 2,706,512 | $ 1,075,013 | |
Accumulated Amortization | (558,420) | (468,664) | |
Net Amount | 2,148,092 | 606,349 | |
In-process technology reaching technological feasibility and reclassified | 156,700 | ||
Projected Amortization Expense | |||
2,018 | 490,382 | ||
2,019 | 361,988 | ||
2,020 | 313,288 | ||
2,021 | 256,930 | ||
2,022 | 189,881 | ||
Amortization of acquired intangible assets | 346,300 | 179,300 | $ 181,000 |
Impairment of intangible assets | 11,904 | 629 | 1,881 |
Cost of Sales | |||
Projected Amortization Expense | |||
Amortization of acquired intangible assets | 4,000 | 3,600 | 3,800 |
Operating Expense | |||
Projected Amortization Expense | |||
Amortization of acquired intangible assets | $ 342,300 | 175,700 | $ 177,200 |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 1 year | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 15 years | ||
Core and developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | $ 1,932,329 | 724,883 | |
Accumulated Amortization | (419,468) | (255,460) | |
Net Amount | 1,512,861 | 469,423 | |
Purchased intangible assets | $ 1,215,700 | ||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 11 years | ||
Customer-related | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | $ 716,945 | 278,542 | |
Accumulated Amortization | (123,616) | (200,331) | |
Net Amount | 593,329 | 78,211 | |
Purchased intangible assets | $ 630,600 | ||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 6 years | ||
Trademarks and trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | $ 11,700 | 11,700 | |
Accumulated Amortization | (9,636) | (7,571) | |
Net Amount | 2,064 | 4,129 | |
Backlog | |||
Finite-Lived Intangible Assets [Line Items] | |||
Purchased intangible assets | $ 40,300 | ||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 1 year | ||
Other intangible assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Purchased intangible assets | $ 1,800 | ||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 5 years | ||
In-process research and development | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | $ 38,511 | 54,308 | |
Accumulated Amortization | 0 | 0 | |
Net Amount | 38,511 | 54,308 | |
Distribution rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 5,578 | 5,580 | |
Accumulated Amortization | (5,346) | (5,302) | |
Net Amount | 232 | $ 278 | |
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 1,449 | ||
Accumulated Amortization | (354) | ||
Net Amount | $ 1,095 |
Goodwill by Reporting Segment (
Goodwill by Reporting Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 1,012,652 | |
Goodwill, ending balance | 2,299,009 | $ 1,012,652 |
Atmel Corporation | ||
Goodwill [Roll Forward] | ||
Goodwill, ending balance | 1,286,371 | |
Semiconductor products | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 993,452 | 552,071 |
Goodwill, ending balance | 2,279,809 | 993,452 |
Semiconductor products | ISSC Technologies Corporation | ||
Goodwill [Roll Forward] | ||
Additions due to business combination | 389 | |
Semiconductor products | Atmel Corporation | ||
Goodwill [Roll Forward] | ||
Additions due to business combination | 1,286,371 | |
Semiconductor products | Micrel Incorporated | ||
Goodwill [Roll Forward] | ||
Additions due to business combination | 440,992 | |
Purchase accounting adjustments | (14) | |
Technology licensing | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 19,200 | 19,200 |
Goodwill, ending balance | 19,200 | 19,200 |
Technology licensing | ISSC Technologies Corporation | ||
Goodwill [Roll Forward] | ||
Additions due to business combination | 0 | |
Technology licensing | Atmel Corporation | ||
Goodwill [Roll Forward] | ||
Additions due to business combination | 0 | |
Technology licensing | Micrel Incorporated | ||
Goodwill [Roll Forward] | ||
Additions due to business combination | $ 0 | |
Purchase accounting adjustments | $ 0 |
Income tax (benefit) provision
Income tax (benefit) provision from continuing operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Results of Operations, Income before Income Taxes [Abstract] | |||
U.S. | $ (279,304) | $ (75,515) | $ (944) |
Foreign | 369,091 | 356,808 | 346,851 |
Income before income taxes | 89,787 | 281,293 | 345,907 |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Current Federal Tax Expense (Benefit) | 21,287 | (3,966) | (3,185) |
Current State and Local Tax Expense (Benefit) | 1,004 | (188) | (24) |
Current Foreign Tax Expense (Benefit) | 23,792 | 21,947 | 16,602 |
Current Income Tax Expense (Benefit) | 46,083 | 17,793 | 13,393 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Deferred Federal Income Tax Expense (Benefit) | (114,743) | (42,207) | (22,641) |
Deferred State and Local Income Tax Expense (Benefit) | (5,409) | (1,990) | (1,562) |
Deferred Foreign Income Tax Expense (Benefit) | (6,736) | (16,228) | (8,608) |
Deferred Income Tax Expense (Benefit) | (126,888) | (60,425) | (32,811) |
Income tax benefit | (80,805) | (42,632) | (19,418) |
Excess tax benefit from share-based compensation | 2,400 | 800 | 1,200 |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||
Computed expected income tax provision | 31,425 | 98,453 | 121,067 |
State income taxes, net of federal benefits | (4,609) | (1,246) | (20) |
Research and development tax credits - current year | (12,852) | (13,542) | (9,703) |
Research and development tax credits - prior years | 0 | (2,511) | (1,789) |
Foreign income taxed at lower than the federal rate | (105,069) | (114,497) | (106,939) |
Increases related to current and prior year tax positions | 53,695 | 14,462 | 19,769 |
Decreases related to prior year tax positions (1) | (36,297) | (12,103) | (33,100) |
Withholding taxes | 5,643 | 5,970 | 5,218 |
Change in valuation allowance | 1,814 | (2,482) | (14,286) |
Intercompany prepaid tax asset amortization | 7,931 | (15,493) | (1,089) |
Share-based compensation | (24,998) | 0 | 0 |
Other | 2,512 | 357 | 1,454 |
Income tax benefit | $ (80,805) | $ (42,632) | $ (19,418) |
Increase of basic net income per share due to release of prior year tax positions | $ 0.17 | $ 0.06 | $ 0.16 |
Increase of diluted net income per share due to release of prior year tax positions | $ 0.15 | $ 0.06 | $ 0.15 |
Income tax holiday, aggregate dollar amount | $ 25,300 | $ 6,000 | $ 12,400 |
Undistributed earnings of foreign subsidiaries | 4,300,000 | ||
Tax adjustments, settlements, and unusual provisions | $ 36,300 | ||
Other adjustments, percent | 40.40% |
Components of deferred tax asse
Components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2016 |
Components of Deferred Tax Assets [Abstract] | ||
Deferred income on shipments to distributors | $ 55,674 | $ 34,830 |
Inventory valuation | 14,608 | 12,082 |
Net operating loss carryforward | 91,606 | 63,209 |
Capital loss carryforward | 12,927 | 5,707 |
Share-based compensation | 42,547 | 31,410 |
Income tax credits | 243,049 | 100,294 |
Property, plant and equipment | 59,700 | 16,262 |
Accrued expenses and other | 110,347 | 37,292 |
Gross deferred tax assets | 630,458 | 301,086 |
Valuation allowances | (210,120) | (161,834) |
Deferred tax assets, net of valuation allowances | 420,338 | 139,252 |
Components of Deferred Tax Liabilities [Abstract] | ||
Convertible debt | (606,674) | (496,626) |
Intangible assets | (147,543) | (20,597) |
Other | (6,296) | (6,416) |
Deferred Tax Liabilities, Gross | (760,513) | (523,639) |
Net deferred tax liability | (340,175) | (384,387) |
Non-current deferred tax assets | 68,870 | 14,831 |
Non-current deferred tax liability | $ (409,045) | $ (399,218) |
Operating loss carryforwards (D
Operating loss carryforwards (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Capital loss carryforward | $ 12,927 | $ 5,707 |
Capital loss carryforward, expiration date | Mar. 31, 2020 | |
Capital loss carryforward, valuation allowance | $ 12,900 | |
Foreign Tax Authority and Federal and State Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 266,600 | |
Operating loss carryforwards, valuation allowance | $ 72,600 | |
Minimum | Foreign Tax Authority and Federal and State Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, expiration date | Mar. 31, 2017 | |
Maximum | Foreign Tax Authority and Federal and State Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, expiration date | Mar. 31, 2036 |
Tax credit carryforward (Detail
Tax credit carryforward (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Tax Credit Carryforward [Line Items] | ||
Refundable foreign tax credits | $ 41.3 | |
Research Tax Credit Carryforward | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, amount | $ 128.5 | |
Research Tax Credit Carryforward | Minimum | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, expiration date | Mar. 31, 2017 | |
Research Tax Credit Carryforward | Maximum | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, expiration date | Mar. 31, 2036 | |
Alternative Minimum Tax | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, amount | $ 5.8 | |
Foreign Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, amount | $ 47.7 | |
Tax credit carryforward, valuation allowance | $ 27.6 | |
Foreign Tax Authority | Minimum | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, expiration date | Mar. 31, 2017 | |
Foreign Tax Authority | Maximum | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, expiration date | Mar. 31, 2026 | |
Foreign Tax Authority | Foreign Withholding Tax Credit | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, amount | 19.9 | |
Tax credit carryforward, valuation allowance | $ 19.9 | |
Foreign Tax Authority | Foreign Withholding Tax Credit | Minimum | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, expiration date | Mar. 31, 2022 | |
Foreign Tax Authority | Foreign Withholding Tax Credit | Maximum | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, expiration date | Mar. 31, 2024 | |
State and Local Jurisdiction | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, amount | $ 103.1 | |
Tax credit carryforward, valuation allowance | $ 71 | |
State and Local Jurisdiction | Minimum | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, expiration date | Mar. 31, 2017 | |
State and Local Jurisdiction | Maximum | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, expiration date | Mar. 31, 2036 |
Unrecognized tax benefits (Deta
Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 220,669 | $ 170,654 | $ 149,878 |
Increases related to acquisitions | 193,297 | 46,245 | 8,381 |
Decreases related to settlements with tax authorities | (11,729) | (7,954) | (20,197) |
Decreases related to statute of limitation expirations | (7,556) | (4,591) | (9,031) |
Increases related to current year tax positions | 26,332 | 16,315 | 23,179 |
Decreases/Increases related to prior year tax positions | (22,536) | ||
Increases related to prior year tax positions | 0 | 18,444 | |
Ending balance | 398,477 | 220,669 | 170,654 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | |||
Unrecognized tax benefits, interest on income taxes accrued | 9,400 | 2,400 | |
Unrecognized tax benefits, income tax penalties accrued | 66,100 | 27,600 | |
Unrecognized tax benefits, income tax penalties and interest expense | $ 5,800 | $ 1,700 | (1,800) |
Increase in unrecognized tax benefits related to prior year tax positions balance sheet reclassification | $ 15,700 |
Debt Obligations (Details)
Debt Obligations (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 28, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 4,513,800 | $ 3,352,000 | ||
Total Convertible Debt | 4,513,800 | 2,300,000 | ||
Amount of unamortized debt discount of debentures | (1,516,500) | (869,000) | ||
Debt issuance amortization | $ (33,700) | (46,800) | (29,600) | |
Net long-term debt including current maturities | 2,950,500 | 2,453,400 | ||
Less: Current maturities | (49,952) | 0 | ||
Net long-term debt | 2,900,524 | 2,453,405 | ||
December 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | ||||
Debt Instrument [Line Items] | ||||
Credit Facility | 0 | |||
Debt issuance amortization | $ (8,500) | (8,800) | ||
2017 Senior Subordinated Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Coupon Interest Rate | 1.625% | |||
Effective Interest Rate | 6.00% | |||
Estimated fair value of the liability component of the senior subordinated convertible debentures as of the issuance date | $ 1,396,300 | |||
Long-term debt, gross | 2,070,000 | 0 | ||
Amount of unamortized debt discount of debentures | (667,500) | 0 | ||
Debt issuance amortization | $ (17,600) | 0 | ||
2015 Senior Subordinated Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Coupon Interest Rate | 1.625% | |||
Effective Interest Rate | 5.90% | |||
Estimated fair value of the liability component of the senior subordinated convertible debentures as of the issuance date | $ 1,160,100 | |||
Long-term debt, gross | 1,725,000 | 1,725,000 | ||
Amount of unamortized debt discount of debentures | (446,600) | (490,300) | ||
Debt issuance amortization | $ (16,600) | (18,400) | ||
2017 Junior Subordinated Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Coupon Interest Rate | 2.25% | |||
Effective Interest Rate | 7.50% | |||
Estimated fair value of the liability component of the senior subordinated convertible debentures as of the issuance date | $ 264,800 | |||
Long-term debt, gross | 575,000 | 0 | ||
Amount of unamortized debt discount of debentures | (309,300) | 0 | ||
Debt issuance amortization | $ (30,300) | $ (3,400) | 0 | |
2007 Junior Subordinated Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Coupon Interest Rate | 2.125% | |||
Effective Interest Rate | 9.10% | |||
Estimated fair value of the liability component of the senior subordinated convertible debentures as of the issuance date | $ 41,000 | |||
Long-term debt, gross | 143,800 | 575,000 | ||
Amount of unamortized debt discount of debentures | (93,100) | (378,700) | ||
Debt issuance amortization | $ (700) | $ (2,400) |
Components (Details)
Components (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 28, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Amount of unamortized debt discount of debentures | $ (1,516.5) | $ (869) | ||
Debt issuance cost | $ (33.7) | (46.8) | (29.6) | |
December 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | ||||
Debt Instrument [Line Items] | ||||
Debt issuance cost | (8.5) | (8.8) | ||
2017 Senior Subordinated Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Amount of unamortized debt discount of debentures | (667.5) | 0 | ||
Debt issuance cost | (17.6) | 0 | ||
2015 Senior Subordinated Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Amount of unamortized debt discount of debentures | (446.6) | (490.3) | ||
Debt issuance cost | (16.6) | (18.4) | ||
2017 Junior Subordinated Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Amount of unamortized debt discount of debentures | (309.3) | 0 | ||
Debt issuance cost | $ (30.3) | (3.4) | 0 | |
2007 Junior Subordinated Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Amount of unamortized debt discount of debentures | (93.1) | (378.7) | ||
Debt issuance cost | $ (0.7) | $ (2.4) |
Conversion Features (Details)
Conversion Features (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Mar. 31, 2017USD ($)day$ / shares | |
2007 Junior Subordinated Convertible Notes | |
Debt Instrument [Line Items] | |
Threshold percentage of stock price trigger | 130.00% |
Contingent interest rate | 0.50% |
If-converted value in excess of principal | $ | $ 303.1 |
2015 Senior Subordinated Convertible Debt | |
Debt Instrument [Line Items] | |
If-converted value in excess of principal | $ | $ 248.5 |
Minimum | 2007 Junior Subordinated Convertible Notes | |
Debt Instrument [Line Items] | |
Contingent interest rate | 0.25% |
Debenture trading price | $ / shares | $ 400 |
Maximum | 2007 Junior Subordinated Convertible Notes | |
Debt Instrument [Line Items] | |
Contingent interest rate | 0.50% |
Debenture trading price | $ / shares | $ 1,500 |
Convertible Debt | Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Threshold percentage of stock price trigger | 130.00% |
Threshold trading days | day | 20 |
Threshold consecutive trading days | 30 days |
Convertible Debt | Debt Instrument, Redemption, Period Two | |
Debt Instrument [Line Items] | |
Threshold percentage of stock price trigger | 98.00% |
Threshold trading days | day | 5 |
Threshold consecutive trading days | 10 days |
Convertible Debt (Details)
Convertible Debt (Details) | 12 Months Ended |
Mar. 31, 2017$ / shares | |
2017 Senior Subordinated Convertible Debt | |
Debt Instrument [Line Items] | |
Conversion Rate, adjusted | 9.9435 |
Conversion Price, adjusted | $ 100.57 |
Maximum Incremental Rate, adjusted | 4.9718 |
Maximum Conversion Rate, adjusted | 14.1695 |
2015 Senior Subordinated Convertible Debt | |
Debt Instrument [Line Items] | |
Conversion Rate, adjusted | 15.5063 |
Conversion Price, adjusted | $ 64.49 |
Maximum Incremental Rate, adjusted | 7.7531 |
Maximum Conversion Rate, adjusted | 21.7087 |
2017 Junior Subordinated Convertible Debt | |
Debt Instrument [Line Items] | |
Conversion Rate, adjusted | 10.1211 |
Conversion Price, adjusted | $ 98.80 |
Maximum Incremental Rate, adjusted | 5.0606 |
Maximum Conversion Rate, adjusted | 14.1695 |
2007 Junior Subordinated Convertible Notes | |
Debt Instrument [Line Items] | |
Conversion Rate, adjusted | 42.1312 |
Conversion Price, adjusted | $ 23.74 |
Maximum Conversion Rate, adjusted | 48.4509 |
Amortization and Interest Expen
Amortization and Interest Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2017 | Feb. 28, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | |||||
Debt issuance amortization | $ 33,700 | $ 46,800 | $ 29,600 | ||
Amortization of debt discount on convertible debt | 56,075 | 48,022 | $ 14,791 | ||
2017 Senior Subordinated Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt issuance amortization | $ 17,600 | 0 | |||
Remaining period, in years, over which unamortized debt discount will be recognized as non-cash interest expense (in years) | 9 years 10 months 16 days | ||||
2015 Senior Subordinated Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt issuance amortization | $ 16,600 | 18,400 | |||
Remaining period, in years, over which unamortized debt discount will be recognized as non-cash interest expense (in years) | 7 years 10 months 16 days | ||||
2017 Junior Subordinated Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt issuance amortization | $ 30,300 | $ 3,400 | 0 | ||
Remaining period, in years, over which unamortized debt discount will be recognized as non-cash interest expense (in years) | 19 years 10 months 16 days | ||||
2007 Junior Subordinated Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt issuance amortization | $ 700 | 2,400 | |||
Remaining period, in years, over which unamortized debt discount will be recognized as non-cash interest expense (in years) | 20 years 8 months 16 days | ||||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt issuance amortization | $ 2,100 | 1,800 | 400 | ||
Amortization of debt discount on convertible debt | 56,100 | 48,000 | 14,800 | ||
Coupon interest expense | 44,500 | 40,200 | 26,600 | ||
Total | $ 102,700 | $ 90,000 | $ 41,800 |
Debt and Credit Facility (Detai
Debt and Credit Facility (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2017 | Feb. 28, 2015 | Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | ||||||
Debt issuance amortization | $ 33,700 | $ 46,800 | $ 29,600 | |||
Equity portion of convertible debt issuance costs | 12,500 | |||||
Induced conversion of convertible debt expense | 5,000 | |||||
Shares issued to settle 2007 junior debt, value | 862,651 | |||||
Loss on settlement of convertible debt | $ 43,900 | 43,879 | 0 | $ 50,631 | ||
2015 Senior Subordinated Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of senior subordinated convertible debentures, net of issuance costs | $ 1,694,700 | |||||
Debt issuance amortization | 16,600 | 18,400 | ||||
Debt portion of convertible debt issuance costs | 3,400 | |||||
Equity portion of convertible debt issuance costs | 9,900 | |||||
2007 Junior Subordinated Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance amortization | 700 | 2,400 | ||||
2017 Junior Subordinated Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of senior subordinated convertible debentures, net of issuance costs | 567,700 | |||||
Debt issuance amortization | 30,300 | 3,400 | 0 | |||
Debt portion of convertible debt issuance costs | 20,400 | |||||
2017 Senior Subordinated Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of senior subordinated convertible debentures, net of issuance costs | 2,043,600 | |||||
Debt issuance amortization | $ 17,600 | $ 0 | ||||
Debt portion of convertible debt issuance costs | 17,800 | |||||
Long-term Debt | 2007 Junior Subordinated Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of debt, amount | $ 431,300 | 575,000 | ||||
Shares issued to settle convertible debt | 11,997,924 | |||||
Shares issued to settle 2007 junior debt, value | $ 862,700 | |||||
Extinguishment of debt | 1,293,900 | 1,134,600 | ||||
Extinguishment of debt, liability component | 188,000 | 238,300 | ||||
Extinguishment of debt, equity component | $ 1,105,900 | $ 896,300 |
Credit Facility (Details)
Credit Facility (Details) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | |
Line of Credit Facility [Line Items] | ||||
Interest coverage ratio, less than | 3.50 | |||
Debt issuance amortization | $ 33,700,000 | $ 46,800,000 | $ 29,600,000 | |
Interest expense | 146,346,000 | 104,018,000 | $ 62,034,000 | |
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | ||||
Line of Credit Facility [Line Items] | ||||
Credit facility | $ 0 | 1,052,000,000 | ||
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% | |||
Interest expense | $ 42,900,000 | 18,900,000 | $ 19,900,000 | |
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | Foreign Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 125,000,000 | |||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | Standby Letters of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 25,000,000 | |||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | Line of Credit Facility Swingline Loan Sublimit | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 25,000,000 | |||
February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Period for leverage ratio to determine interest rate spread | preceding four fiscal quarters | |||
Interest rate spread on overdue principal in event of default | 2.00% | |||
Interest rate spread on overdue amounts in event of default | 2.00% | |||
December 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | ||||
Line of Credit Facility [Line Items] | ||||
Debt issuance amortization | $ 8,500,000 | $ 8,800,000 | ||
Credit facility | 0 | |||
December 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 2,774,000,000 | |||
Total leverage ratio, maximum | 5 | |||
Total consolidated debt, maximum | $ 700,000,000 | |||
Total leverage ratio, temporary maximum allowed, first four quarters | 5.50 | |||
Total leverage ratio, temporary maximum allowed, next three quarters | 5.25 | |||
Senior leverage ratio, maximum | 3.50 | |||
Senior leverage ratio, minimum to obtain additional funding | 2.50 | |||
Repayments of lines of credit | 1,682,500,000 | |||
Debt issuance amortization | $ 2,100,000 | |||
Debt Instrument Interest Rate Option 2 | February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Description of variable rate basis | adjusted LIBOR rate (based on one, two, three, or six-month interest periods) | |||
Minimum | Debt Instrument Interest Rate Option 1 | February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.25% | |||
Minimum | Debt Instrument Interest Rate Option 2 | February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.25% | |||
Maximum | Debt Instrument Interest Rate Option 1 | February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.25% | |||
Maximum | Debt Instrument Interest Rate Option 2 | February 2015 Amended Credit Facility with Maturity Dates of June 2018 and February 2020 | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.25% |
Contingencies (Details)
Contingencies (Details) $ in Millions | Mar. 31, 2017USD ($) |
Loss contingencies [Line Items] | |
Loss contingencies, estimate of possible loss | $ 100 |
Damages from product defects | |
Loss contingencies [Line Items] | |
Loss contingencies, estimate of possible loss | 61.6 |
Indemnification agreement | |
Loss contingencies [Line Items] | |
Loss contingencies, estimate of possible loss | $ 151.5 |
Stock Repurchase Activity (Deta
Stock Repurchase Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | 88 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2017 | 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 | |||
Repurchased shares under authorization (in shares) | 8,600,000 | 7,500,000 | ||||
Amount of repurchased shares under authorization | $ 363,829 | $ 234,700 | ||||
Stock repurchase program, remaining number of shares authorized to be repurchased | 20,370,075 | 11,400,000 | 2,500,000 |
Schedule of Net Pension Expense
Schedule of Net Pension Expense (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Service costs | $ 1,430 |
Interest costs | 962 |
Settlements | 511 |
Net pension period cost | $ 2,903 |
Change in Obligation (Details)
Change in Obligation (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |
Projected benefit obligation at April 4, 2016 | $ 40,313 |
Service costs | 1,430 |
Interest costs | 962 |
Settlements | 511 |
Actuarial losses | 7,969 |
Benefits paid | (440) |
Foreign currency exchange rate changes | (322) |
Projected benefit obligation at March 31, 2017 | 50,423 |
Accumulated benefit obligation at March 31, 2017 | 45,610 |
Defined benefit pension plan, liabilities | 50,400 |
Defined benefit pension plan liabilities, current | 700 |
Defined benefit pension plan, liabilities, noncurrent | $ 49,700 |
Schedule of Assumptions (Detail
Schedule of Assumptions (Details) | 12 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Weighted average assumed discount rate | 1.82% |
Weighted average assumed compensation rate of increase | 2.90% |
Expected Future Payments (Detai
Expected Future Payments (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,018 | $ 700 |
2,019 | 714 |
2,020 | 1,017 |
2,021 | 1,033 |
2,022 | 1,549 |
2023-2027 | 8,664 |
Total | $ 13,677 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | Jan. 01, 2017 | Jan. 01, 2016 | Jan. 01, 2015 | May 01, 2006 | Jan. 01, 2005 | Mar. 01, 2002 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 1995 |
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Net periodic benefit cost expected In current fiscal year | $ 2,600 | |||||||||
Defined benefit plan, benefit obligation | 50,423 | $ 40,313 | ||||||||
Defined benefit plan, expected future benefit payments, next twelve months | $ 700 | |||||||||
Overlapping Stock Purchase Period 1 | ||||||||||
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Overlapping period on purchase of common stock under purchase plan (in number of months) | 24 months | |||||||||
Overlapping Stock Purchase Period 2 | ||||||||||
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Overlapping period on purchase of common stock under purchase plan (in number of months) | 18 months | |||||||||
Overlapping Stock Purchase Period 3 | ||||||||||
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Overlapping period on purchase of common stock under purchase plan (in number of months) | 12 months | |||||||||
Overlapping Stock Purchase Period 4 | ||||||||||
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Overlapping period on purchase of common stock under purchase plan (in number of months) | 6 months | |||||||||
Defined contribution pension | ||||||||||
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Percentage of employee's base salary allowed as employee contribution (in hundredths) | 60.00% | |||||||||
Amount of company contributions | $ 8,200 | 4,400 | $ 3,900 | |||||||
Employee stock purchase plan, 2001 plan | ||||||||||
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Percentage of fair market value of common stock for employee purchase (in hundredths) | 85.00% | |||||||||
Number of additional shares reserved under purchase plan (in shares) | 1,077,150 | 1,017,492 | 0 | |||||||
Number of shares of common stock reserved for issuance (in shares) | 13,372,504 | |||||||||
Shares issued under purchase plan (in shares) | 7,230,790 | |||||||||
Employee stock purchase plan, employees in non-US locations | ||||||||||
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Percentage of fair market value of common stock for employee purchase (in hundredths) | 85.00% | |||||||||
Number of additional shares reserved under purchase plan (in shares) | 215,430 | 203,498 | 0 | |||||||
Number of shares of common stock reserved for issuance (in shares) | 1,919,213 | |||||||||
Shares issued under purchase plan (in shares) | 1,184,507 | |||||||||
Percentage of fair market value of common stock at the beginning or end of semi-annual purchase plan period, during fiscal 1995 (in hundredths) | 100.00% | |||||||||
Supplemental employee retirement plans, defined benefit | ||||||||||
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Defined benefit plan, benefit obligation | $ 4,700 | |||||||||
Defined benefit plan, expected future benefit payments, next twelve months | 500 | |||||||||
Defined benefit plan, expected future benefit payments, year two through year ten | 3,700 | |||||||||
Management incentive compensation plan | ||||||||||
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Compensation expense charged against operations | 41,500 | 19,100 | 24,200 | |||||||
Cash bonus plan | ||||||||||
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Compensation expense charged against operations | $ 28,200 | $ 14,200 | $ 15,900 | |||||||
Maximum | Employee stock purchase plan, 2001 plan | ||||||||||
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Maximum automatic increase in number of common stock shares under purchase plan (in shares) | 1,500,000 | |||||||||
Percentage of outstanding shares of common stock used to determine automatic annual increase in common stock (in hundredths) | 0.50% | |||||||||
Maximum | Employee stock purchase plan, employees in non-US locations | ||||||||||
Deferred compensation arrangement, by type of deferred compensation [Line Items] | ||||||||||
Percentage of outstanding shares of common stock used to determine automatic annual increase in common stock (in hundredths) | 0.10% |
Equity Incentive Plans, Stock C
Equity Incentive Plans, Stock Compensation Expense (Details) - USD ($) $ in Thousands | Apr. 04, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Stock-based compensation expense [Line Items] | |||||
Share based compensation expense | $ 128,155 | $ 71,420 | $ 58,596 | ||
Income tax benefit | [1] | 44,214 | 23,012 | 10,640 | |
Net income effect of share-based compensation | 83,941 | 48,408 | 47,956 | ||
Total compensation cost not yet recognized | $ 166,800 | ||||
Nonvested awards, total compensation cost not yet recognized, period for recognition | 2 years 1 month 24 days | ||||
Inventory | |||||
Stock-based compensation expense [Line Items] | |||||
Amount of share-based compensation expense capitalized to inventory | $ 11,300 | 7,900 | 6,800 | ||
Inventories [Member] | |||||
Stock-based compensation expense [Line Items] | |||||
Share-based compensation expense previously capitalized | 14,500 | ||||
Cost of Sales | |||||
Stock-based compensation expense [Line Items] | |||||
Share based compensation expense | [2] | 18,713 | 8,252 | 9,010 | |
Research and Development Expense | |||||
Stock-based compensation expense [Line Items] | |||||
Share based compensation expense | 46,801 | 32,022 | 28,164 | ||
Selling General And Administrative | |||||
Stock-based compensation expense [Line Items] | |||||
Share based compensation expense | 62,641 | $ 31,146 | $ 21,422 | ||
Atmel Corporation | |||||
Stock-based compensation expense [Line Items] | |||||
Share based compensation expense | 58,600 | ||||
Share-based compensation expense previously capitalized | 4,200 | ||||
Total compensation cost not yet recognized | $ 88,400 | ||||
Business combination fair value of assumed awards at acquisition date | 95,900 | ||||
Consideration transferred, share based payment awards | $ 7,470 | ||||
Accelerated compensation cost | 39,600 | ||||
Accounting Standards Update 2016-09, Excess Tax Benefit Component | New Accounting Pronouncement, Early Adoption, Effect | |||||
Stock-based compensation expense [Line Items] | |||||
Share based compensation expense | $ 25,000 | ||||
[1] | Amounts exclude excess tax benefits related to share-based compensation of $25.0 million for the year ended March 31, 2017. The Company elected to early adopt ASU 2016-09 effective April 1, 2016. Prior to the adoption of ASU 2016-09, the Company recognized excess tax benefits related to share-based compensation in additional paid-in capital. Refer to Note 1 for additional information on the adoption of this standard. | ||||
[2] | During the year ended March 31, 2017, $11.3 million of share-based compensation expense was capitalized to inventory. The amount of share-based compensation included in cost of sales during fiscal 2017 included $14.5 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 year ended March 31, 2016, $7.9 million of share-based compensation expense was capitalized to inventory, and $8.3 million of previously capitalized share-based compensation expense in inventory was sold. During the year ended March 31, 2015, $6.8 million of share-based compensation expense was capitalized to inventory, and $9.0 million of previously capitalized share-based compensation expense in inventory was sold. |
Equity Incentive Plans, Share-b
Equity Incentive Plans, Share-based Payment Award (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Closing price of company's common stock related to calculation of aggregate intrinsic value of stock options (in dollars per share) | $ 73.78 | |||
Restricted stock units' weighted average remaining expense recognition period (in years) | 2 years 1 month 24 days | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | ||||
RSU nonvested shares beginning balance | 6,307,742 | 5,268,916 | 5,530,034 | |
RSU shares granted | 1,635,655 | 2,479,729 | 1,446,968 | |
RSU shares assumed upon acquisition | 2,059,524 | 525,442 | ||
RSU shares forfeited | (722,212) | (360,072) | (266,415) | |
RSU shares vested | (2,861,253) | (1,606,273) | (1,441,671) | |
RSU nonvested shares ending balance | 6,419,456 | 6,307,742 | 5,268,916 | 5,530,034 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Weighted average grant date fair values per share of restricted stock, beginning balance | $ 36.76 | $ 34.15 | $ 30.13 | |
Weighted average grant date fair values per share of restricted stock granted in period | 51.46 | 38.91 | $ 42.02 | |
Weighted average grant date fair values per share of restricted stock units acquired | 46.57 | 40.58 | ||
Weighted average grant date fair values per share of restricted stock units forfeited | 43.58 | 38.20 | 32.45 | |
Weighted average fair values per share of restricted stock units awarded | 38.60 | 32.47 | 26.96 | |
Weighted average grant date fair values per share of restricted stock, ending balance | $ 42.06 | $ 36.76 | $ 34.15 | $ 30.13 |
Total intrinsic value of RSU's vested during the period | $ 166.1 | $ 72.1 | $ 67.6 | |
Total intrinsic value of RSU's outstanding | $ 473.6 | |||
Restricted stock units' weighted average remaining expense recognition period (in years) | 2 years 2 months 10 days |
Equity Incentive Plans, Stock O
Equity Incentive Plans, Stock Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Option shares outstanding beginning balance (in shares) | 913,508 | 684,299 | 573,611 |
Options granted (in shares) | 244 | 27,654 | |
Options assumed upon acquisition (in shares) | 604,900 | 666,586 | |
Options exercised (shares) | (437,906) | (221,987) | (477,618) |
Options canceled (in shares) | (42,485) | (153,948) | (105,934) |
Option shares outstanding ending balance (in shares) | 433,117 | 913,508 | 684,299 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Option shares outstanding beginning balance (in dollars per share) | $ 33 | $ 28.41 | $ 24.75 |
Options granted (in dollars per shares) | 41.09 | 46.66 | |
Options assumed upon acquisition (in dollars per share) | 35.03 | 29.33 | |
Options exercised (in dollars per share) | 34.34 | 25.30 | 26.42 |
Options canceled (in dollars per share) | 34.26 | 31.52 | 28.17 |
Option shares outstanding ending balance (in dollars per share) | 31.51 | $ 33 | $ 28.41 |
Closing price of company's common stock related to calculation of aggregate intrinsic value of stock options (in dollars per share) | $ 73.78 | ||
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Total intrinsic value of options exercised related to stock incentive plans | $ 9.6 | $ 4.7 | $ 9.6 |
Aggregate intrinsic value of options outstanding related to stock incentive plans | 18.3 | ||
Aggregate intrinsic value of options exercisable related to stock incentive plans | $ 11.7 | ||
Exercisable number of option shares (in shares) | 264,061 | 553,844 | |
Weighted average exercise price per share of exercisable options (in dollars per share) | $ 29.59 | $ 32.33 | |
Weighted average fair value per share of stock options granted | $ 8.85 | $ 9 |
Equity Incentive Plans Valuatio
Equity Incentive Plans Valuation of Stock Options Granted (Details) - Stock Option | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 6 months | 6 years 6 months |
Volatility | 29.50% | 26.65% |
Risk-free interest rate | 1.54% | 1.59% |
Dividend yield | 3.00% | 3.00% |
Commitments (Details)
Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Future minimum lease commitments under operating leases [Abstract] | |||
2,018 | $ 26,259 | ||
2,019 | 21,114 | ||
2,020 | 14,920 | ||
2,021 | 11,645 | ||
2,022 | 11,038 | ||
Thereafter | 2,423 | ||
Total minimum payments | 87,399 | ||
Rental expense under operating lease | 35,400 | $ 23,300 | $ 23,800 |
Property, Plant and Equipment Purchase Commitment | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Purchase commitment, remaining minimum amount committed | 45,500 | ||
Purchase Commitment, Other Obligations [Member] | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Purchase commitment, remaining minimum amount committed | 107,400 | ||
Wafer Foundry Purchase Commitment | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Purchase commitment, remaining minimum amount committed | $ 98,300 |
Geographic and Segment Inform97
Geographic and Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Segment Net Sales | $ 902,666 | $ 834,366 | $ 871,364 | $ 799,411 | $ 557,647 | $ 540,344 | $ 541,391 | $ 533,952 | $ 3,407,807 | $ 2,173,334 | $ 2,147,036 |
Segment Gross Profit | $ 532,826 | $ 465,259 | $ 410,621 | $ 348,490 | $ 302,779 | $ 292,718 | $ 300,950 | $ 309,017 | 1,757,196 | 1,205,464 | 1,229,564 |
Semiconductor products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Segment Net Sales | 3,316,651 | 2,084,210 | 2,057,443 | ||||||||
Segment Gross Profit | 1,666,040 | 1,116,340 | 1,139,971 | ||||||||
Technology licensing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Segment Net Sales | 91,156 | 89,124 | 89,593 | ||||||||
Segment Gross Profit | $ 91,156 | $ 89,124 | $ 89,593 |
Revenue and Assets by Geographi
Revenue and Assets by Geographic Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Amount of identifiable long-lived assets (consisting of property, plant and equipment) | $ 683,338 | $ 609,396 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Amount of identifiable long-lived assets (consisting of property, plant and equipment) | 388,537 | 373,860 | |
Thailand | |||
Segment Reporting Information [Line Items] | |||
Amount of identifiable long-lived assets (consisting of property, plant and equipment) | 210,603 | 182,813 | |
Various Other Countries besides United States and Thailand | |||
Segment Reporting Information [Line Items] | |||
Amount of identifiable long-lived assets (consisting of property, plant and equipment) | $ 84,198 | $ 52,723 | |
Located outside US, in aggregate | |||
Geographic Areas, Revenues from External Customers [Abstract] | |||
Percentage of net sales to unaffiliated customers | 84.00% | 84.00% | 84.00% |
Europe | |||
Geographic Areas, Revenues from External Customers [Abstract] | |||
Percentage of net sales to unaffiliated customers | 24.00% | 22.00% | 21.00% |
Asia | |||
Geographic Areas, Revenues from External Customers [Abstract] | |||
Percentage of net sales to unaffiliated customers | 58.00% | 59.00% | 59.00% |
China, including Hong-Kong | |||
Geographic Areas, Revenues from External Customers [Abstract] | |||
Percentage of net sales to unaffiliated customers | 32.00% | 30.00% | 28.00% |
Taiwan | |||
Geographic Areas, Revenues from External Customers [Abstract] | |||
Percentage of net sales to unaffiliated customers | 9.00% | 12.00% | 14.00% |
Freestanding Derivative Forward
Freestanding Derivative Forward Contracts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Percentage Of Company Sales Denominated In Us Dollars | 99.00% | ||
Foreign currency transaction gains (loss), before tax | $ 1 | $ 0.7 | $ (7.7) |
Derivative Instruments Fair Val
Derivative Instruments Fair Value (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Millions | 1 Months Ended | ||
Feb. 29, 2016 | Mar. 31, 2015 | Mar. 31, 2017 | |
Derivatives, Fair Value [Line Items] | |||
Derivative, Term of Contract | 10 years | ||
Derivative, basis spread on variable rate | 0.536% | ||
Derivative, fixed interest rate | 1.625% | ||
Derivative asset, notional amount | $ 431.3 | ||
Percentage of debt hedged by interest rate derivatives | 25.00% | ||
Cash receipts upon termination of interest rate swap agreements | $ 25.7 | ||
Derivative, accrued interest received on hedge | $ 3.7 |
Derivative Instruments Gain (Lo
Derivative Instruments Gain (Loss) (Details) - Interest Rate Swap - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative [Line Items] | ||
Gain (Loss) on 2015 Senior Debt | $ (18,060) | $ (8,302) |
Gain (Loss) on Interest Rate Swap | $ 16,345 | $ 8,928 |
Net income per common share 102
Net income per common share attributable to Microchip Technology Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2017 | Feb. 28, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Net income attributable to Microchip Technology | $ 67,355 | $ 61,211 | $ 64,899 | $ 130,667 | $ 164,639 | $ 324,132 | $ 369,009 | ||
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | $ 170,592 | $ 324,132 | $ 369,009 | ||||||
Weighted average common shares outstanding | 217,196,000 | 203,384,000 | 200,937,000 | ||||||
Dilutive effect of stock options and RSUs | 4,357,000 | 3,350,000 | 3,642,000 | ||||||
Weighted average common and potential common shares outstanding | 234,806,000 | 217,388,000 | 223,561,000 | ||||||
Net income from continuing operations (in usd per share) | $ 0.79 | $ 1.59 | $ 1.84 | ||||||
Net income from continuing operations (in usd per share) | $ 0.73 | $ 1.49 | $ 1.65 | ||||||
Number of antidilutive option shares (in shares) | 0 | 298,015 | |||||||
2007 Junior Subordinated Convertible Notes | |||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Dilutive effect of subordinated convertible debentures | 12,714,831 | 10,654,070 | 18,982,440 | ||||||
Weighted average conversion price per share used in calculating dilutive effect of convertible debt amount per share | $ 24.01 | $ 24.73 | $ 25.48 | ||||||
2015 Senior Subordinated Convertible Debt | |||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Dilutive effect of subordinated convertible debentures | 538,044 | 0 | 0 | ||||||
Weighted average conversion price per share used in calculating dilutive effect of convertible debt amount per share | $ 65.21 | $ 67.19 | $ 68.25 | ||||||
2017 Senior Subordinated Convertible Debt | |||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Dilutive effect of subordinated convertible debentures | 0 | 0 | 0 | ||||||
Weighted average conversion price per share used in calculating dilutive effect of convertible debt amount per share | $ 100.58 | $ 0 | $ 0 | ||||||
2017 Junior Subordinated Convertible Debt | |||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Dilutive effect of subordinated convertible debentures | 0 | 0 | 0 | ||||||
Weighted average conversion price per share used in calculating dilutive effect of convertible debt amount per share | $ 98.81 | $ 0 | $ 0 | ||||||
Long-term Debt | 2007 Junior Subordinated Convertible Notes | |||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||
Shares issued to settle convertible debt | 11,997,924 | ||||||||
Extinguishment of debt, amount | $ 431,300 | $ 575,000 |
Quarterly Results (Unaudited103
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 902,666 | $ 834,366 | $ 871,364 | $ 799,411 | $ 557,647 | $ 540,344 | $ 541,391 | $ 533,952 | $ 3,407,807 | $ 2,173,334 | $ 2,147,036 |
Gross profit | 532,826 | 465,259 | 410,621 | 348,490 | 302,779 | 292,718 | 300,950 | 309,017 | 1,757,196 | 1,205,464 | 1,229,564 |
Operating income | 154,087 | 118,074 | 62,760 | (59,104) | 79,946 | 76,132 | 74,948 | 121,319 | 275,817 | 352,345 | 425,620 |
Net income from continuing operations | $ 136,908 | $ 107,175 | $ 33,919 | $ (113,363) | 67,355 | 61,211 | 64,899 | 130,460 | 164,639 | 323,925 | 365,325 |
Less: Net loss attributable to noncontrolling interests | 0 | 0 | 0 | 207 | 0 | 207 | 3,684 | ||||
Net income attributable to Microchip Technology | $ 67,355 | $ 61,211 | $ 64,899 | $ 130,667 | $ 164,639 | $ 324,132 | $ 369,009 | ||||
Net income attributable to Microchip Technology (in usd per share) | $ 0.57 | $ 0.46 | $ 0.14 | $ (0.53) | $ 0.31 | $ 0.28 | $ 0.30 | $ 0.60 | $ 0.71 | $ 1.49 | $ 1.65 |
Loss on settlement of convertible debt | $ 43,900 | $ 43,879 | $ 0 | $ 50,631 |
Supplemental Financial Infor104
Supplemental Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for income taxes | $ 48,400 | $ 25,400 | $ 25,500 |
Cash paid for interest on borrowings | 82,500 | 52,900 | 40,200 |
Allowance for Doubtful Accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balances at Beginning of Year | 2,540 | 2,621 | 2,918 |
Charged to Cost and Expense | 184 | 59 | 104 |
Deductions | (640) | (140) | (401) |
Balance at End of Year | 2,084 | 2,540 | 2,621 |
Valuation Allowance of Deferred Tax Assets | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balances at Beginning of Year | 161,834 | 116,482 | 93,811 |
Charged to Cost and Expense | 15,220 | 5,535 | 0 |
Charged to Other Accounts | 37,578 | 47,834 | 36,957 |
Deductions | (4,512) | (8,017) | (14,286) |
Balance at End of Year | $ 210,120 | $ 161,834 | $ 116,482 |
Comprehensive Income (Schedule
Comprehensive Income (Schedule of Changes in the Components of AOCI) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent | $ (14,378) | $ (3,357) | $ 11,076 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Other comprehensive (loss) income before reclassifications | (12,543) | (3,210) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,522 | (10,948) | |
Net other comprehensive income (loss) | (11,021) | (14,158) | 10,616 |
Purchase of shares from noncontrolling interest | (275) | ||
Accumulated Net Unrealized Investment Gain (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent | 312 | 348 | 14,537 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Other comprehensive (loss) income before reclassifications | (1,558) | (3,241) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 1,522 | (10,948) | |
Net other comprehensive income (loss) | (36) | (14,189) | |
Purchase of shares from noncontrolling interest | 0 | ||
Accumulated Defined Benefit Plans Adjustment | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent | (5,263) | 44 | 13 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Other comprehensive (loss) income before reclassifications | (5,307) | 31 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |
Net other comprehensive income (loss) | (5,307) | 31 | |
Purchase of shares from noncontrolling interest | 0 | ||
Accumulated Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent | (9,427) | (3,749) | $ (3,474) |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Other comprehensive (loss) income before reclassifications | (5,678) | 0 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |
Net other comprehensive income (loss) | $ (5,678) | 0 | |
Purchase of shares from noncontrolling interest | $ (275) |
Comprehensive Income (Schedu106
Comprehensive Income (Schedule Of Reclassifications Of Recognized Transactions Out Of AOCI) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Other income, net | $ 1,338 | $ 8,864 | $ 13,742 | ||||
Income tax provision | 80,805 | 42,632 | 19,418 | ||||
Net income attributable to Microchip Technology | $ 67,355 | $ 61,211 | $ 64,899 | $ 130,667 | 164,639 | 324,132 | 369,009 |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Net Unrealized Investment Gain (Loss) | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Other income, net | (1,522) | 10,948 | 18,706 | ||||
Income tax provision | 0 | 0 | (12) | ||||
Net income attributable to Microchip Technology | $ (1,522) | $ 10,948 | $ 18,694 |
Dividends (Details)
Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Dividends [Abstract] | |||
Total dividends per share for the period (in USD per share) | $ 1.441 | $ 1.433 | $ 1.425 |
Total dividend payments | $ 315,429 | $ 291,087 | $ 286,478 |