Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2018 | Jan. 31, 2019 | |
DEI Information [Abstract] | ||
Entity Registrant Name | MICROCHIP TECHNOLOGY INC | |
Entity Central Index Key | 827,054 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2018 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 236,968,953 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2018 | Mar. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 432.2 | $ 901.3 |
Short-term investments | 4 | 1,295.3 |
Accounts receivable, net | 544.8 | 563.7 |
Inventories | 702.5 | 476.2 |
Other current assets | 194.1 | 119.8 |
Total current assets | 1,877.6 | 3,356.3 |
Property, plant and equipment, net | 1,039.7 | 767.9 |
Goodwill | 6,782 | 2,299 |
Intangible assets, net | 6,632.9 | 1,662 |
Long-term deferred tax assets | 1,717.1 | 100.2 |
Other assets | 106.4 | 71.8 |
Total assets | 18,155.7 | 8,257.2 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 236 | 144.1 |
Accrued liabilities | 407.7 | 229.6 |
Deferred income on shipments to distributors | 0 | 333.8 |
Current portion of long-term debt | 0 | 1,309.9 |
Total current liabilities | 643.7 | 2,017.4 |
Long-term debt | 10,542.3 | 1,758.4 |
Long-term income tax payable | 720.7 | 754.9 |
Long-term deferred tax liability | 830.5 | 205.8 |
Other long-term liabilities | 257.4 | 240.9 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value; authorized 5,000,000 shares; no shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value; authorized 450,000,000 shares; 253,232,909 shares issued and 236,963,082 shares outstanding at December 31, 2018; 253,232,909 shares issued and 235,027,767 shares outstanding at March 31, 2018 | 0.2 | 0.2 |
Additional paid-in capital | 2,657.3 | 2,562.5 |
Common stock held in treasury: 16,269,827 shares at December 31, 2018; 18,205,142 shares at March 31, 2018 | (601.8) | (662.6) |
Accumulated other comprehensive loss | (17) | (17.6) |
Retained earnings | 3,122.4 | 1,397.3 |
Total stockholders' equity | 5,161.1 | 3,279.8 |
Total liabilities and stockholders' equity | $ 18,155.7 | $ 8,257.2 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 450,000,000 | 450,000,000 |
Common stock, shares issued (in shares) | 253,232,909 | 253,232,909 |
Common stock, shares outstanding (in shares) | 236,963,082 | 235,027,767 |
Common stock, shares held in treasury (in shares) | 16,269,827 | 18,205,142 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Statement [Abstract] | |||||
Net sales | $ 1,374.7 | $ 994.2 | $ 4,019.7 | $ 2,978.5 | |
Cost of sales | [1] | 595.1 | 387.1 | 1,908.8 | 1,172.9 |
Gross profit | 779.6 | 607.1 | 2,110.9 | 1,805.6 | |
Research and development | [1] | 217.7 | 131.6 | 611.6 | 395.7 |
Selling, general and administrative | [1] | 174.8 | 109.1 | 515.5 | 337.6 |
Amortization of acquired intangible assets | 193.7 | 121 | 497.2 | 362.8 | |
Special charges and other, net | [1] | (1.3) | 0.2 | 57 | 17.3 |
Operating expenses | 584.9 | 361.9 | 1,681.3 | 1,113.4 | |
Operating income | 194.7 | 245.2 | 429.6 | 692.2 | |
Losses on equity method investment | (0.1) | (0.1) | (0.2) | (0.2) | |
Other income (expense): | |||||
Interest income | 0.7 | 6.3 | 7.3 | 14.4 | |
Interest expense | (137.6) | (49.7) | (366.7) | (148.7) | |
Loss on settlement of debt | (0.2) | (2.1) | (4.3) | (16) | |
Other (loss) income, net | (2.5) | (2.9) | (12.4) | 7.4 | |
Income before income taxes | 55 | 196.7 | 53.3 | 549.1 | |
Income tax (benefit) provision | 5.8 | 447.8 | (127.9) | 440.4 | |
Net income (loss) | $ 49.2 | $ (251.1) | $ 181.2 | $ 108.7 | |
Basic net income attributable to Microchip Technology, per common share (in usd per share) | $ 0.21 | $ (1.07) | $ 0.77 | $ 0.47 | |
Diluted net income attributable to Microchip Technology, per common share (in usd per share) | 0.20 | (1.07) | 0.73 | 0.44 | |
Dividends declared per common share (in usd per share) | $ 0.3645 | $ 0.3625 | $ 1.092 | $ 1.086 | |
Basic common shares outstanding (in shares) | 236.7 | 234.1 | 235.9 | 232.3 | |
Diluted common shares outstanding (in shares) | 244.6 | 234.1 | 249.5 | 248 | |
[1] | Includes share-based compensation expense as follows: Cost of sales$3.4 $3.5 $10.9 $10.6Research and development$19.4 $10.9 $53.2 $31.8Selling, general and administrative$16.6 $9.6 $46.1 $27.6Special (income) charges and other, net$0.2 $— $17.3 $— |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 39.6 | $ 24 | $ 127.5 | $ 70 |
Cost of sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 3.4 | 3.5 | 10.9 | 10.6 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 19.4 | 10.9 | 53.2 | 31.8 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 16.6 | 9.6 | 46.1 | 27.6 |
Special (income) charges and other, net | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 0.2 | $ 0 | $ 17.3 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 49.2 | $ (251.1) | $ 181.2 | $ 108.7 |
Available-for-sale securities: | ||||
Unrealized holding losses, net of tax effect | 0 | (5.8) | (5.6) | (6.2) |
Reclassification of realized transactions, net of tax effect | 0 | 0 | 5.6 | 0 |
Defined benefit plans: | ||||
Actuarial gains (losses) related to defined benefit pension plans, net of tax (provision) benefit | 1 | 1.2 | 4.5 | (2.3) |
Reclassification of realized transactions, net of tax effect | 0.3 | 0.2 | 0.8 | 0.6 |
Change in net foreign currency translation adjustment | (1.6) | 0 | (3) | 0 |
Other comprehensive (loss) income, net of tax effect | (0.3) | (4.4) | 2.3 | (7.9) |
Comprehensive income (loss) | $ 48.9 | $ (255.5) | $ 183.5 | $ 100.8 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | ||
Cash flows from operating activities: | |||||||
Net income | $ 49,200,000 | $ (251,100,000) | $ 181,200,000 | $ 108,700,000 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 637,700,000 | 459,000,000 | |||||
Deferred income taxes | (29,100,000) | 67,600,000 | |||||
Share-based compensation expense related to equity incentive plans | 127,500,000 | 70,000,000 | |||||
Loss on settlement of debt | 200,000 | 2,100,000 | 4,300,000 | 16,000,000 | $ 43,900,000 | ||
Amortization of debt discount | 85,200,000 | 79,000,000 | |||||
Amortization of debt issuance costs | 12,100,000 | 5,000,000 | |||||
Losses on equity method investments | 100,000 | 100,000 | 200,000 | 200,000 | |||
Gains on sale of assets | 0 | (5,400,000) | |||||
Losses on write-down of fixed assets | 500,000 | 100,000 | |||||
Impairment of intangible assets | 3,100,000 | 300,000 | |||||
Losses on available-for-sale investments and marketable equity securities, net | 6,800,000 | 0 | |||||
Amortization of premium on available-for-sale investments | (200,000) | 500,000 | |||||
Changes in operating assets and liabilities, excluding impact of acquisitions: | |||||||
Decrease (increase) in accounts receivable | 189,400,000 | (74,800,000) | |||||
Decrease (increase) in inventories | 344,500,000 | (70,200,000) | |||||
Increase in deferred income on shipments to distributors | 0 | 42,900,000 | |||||
(Decrease) increase in accounts payable and accrued liabilities | (143,500,000) | 41,800,000 | |||||
Change in other assets and liabilities | 15,200,000 | 15,500,000 | |||||
Change in income tax payable | (163,500,000) | 303,900,000 | |||||
Net cash provided by operating activities | 1,271,400,000 | 1,060,100,000 | |||||
Cash flows from investing activities: | |||||||
Purchases of available-for-sale investments | (167,700,000) | (1,338,100,000) | |||||
Maturities of available-for-sale investments | 75,700,000 | 520,000,000 | |||||
Sales of available-for-sale investments | 1,376,600,000 | 0 | |||||
Acquisition of Microsemi, net of cash acquired | (7,850,600,000) | 0 | |||||
Investments in other assets | (12,800,000) | (5,400,000) | |||||
Proceeds from sale of assets | 200,000 | 10,300,000 | |||||
Capital expenditures | (188,800,000) | (148,400,000) | |||||
Net cash used in investing activities | (6,767,400,000) | (961,600,000) | |||||
Cash flows from financing activities: | |||||||
Payments on settlement of convertible debt | [1] | 0 | (73,400,000) | ||||
Proceeds from Issuance of 2023 and 2021 Senior Notes | [1] | 1,989,500,000 | 0 | ||||
Proceeds from borrowings on Term Loan Facility | [1] | 3,000,000,000 | 0 | ||||
Repayments of term loan facility | [1] | (287,000,000) | 0 | ||||
Proceeds from borrowings on revolving loan under credit facility | [1] | 3,725,500,000 | 187,000,000 | ||||
Repayments of revolving loan under credit facility | [1] | (983,000,000) | (187,000,000) | ||||
Repayment of debt assumed in Microsemi acquisition | [1] | (2,056,900,000) | 0 | ||||
Deferred financing costs | [1] | (72,700,000) | (1,200,000) | ||||
Payment of cash dividends | [1] | (257,800,000) | (252,400,000) | ||||
Proceeds from sale of common stock | [1] | 26,900,000 | 26,600,000 | ||||
Tax payments related to shares withheld for vested restricted stock units | [1] | (57,000,000) | (34,100,000) | ||||
Capital lease payments | [1] | (600,000) | (600,000) | ||||
Net cash provided by (used in) financing activities | 5,026,900,000 | (335,100,000) | |||||
Net decrease in cash, cash equivalents, and restricted cash | (469,100,000) | (236,600,000) | |||||
Cash and cash equivalents, and restricted cash at beginning of period | [2] | 901,300,000 | 908,700,000 | $ 908,700,000 | |||
Cash and cash equivalents, and restricted cash at end of period | [2] | $ 432,200,000 | $ 672,100,000 | $ 432,200,000 | $ 672,100,000 | $ 901,300,000 | $ 908,700,000 |
[1] | During the nine months ended December 31, 2017, the Company issued $111.3 million principal amount of 2017 Junior Convertible Debt and 3.2 million shares of common stock in exchange for $111.3 million principal amount of 2007 Junior Convertible Debt. Refer to Note 13 Debt and Credit Facility for further discussion. | ||||||
[2] | In the three months ended June 30, 2018, the Company adopted ASU 2016-18 - Statement of Cash Flows: Restricted Cash. The following table presents the balance of restricted cash which consists of cash denominated in a foreign currency and restricted in use due to a foreign taxing authority requirement (in millions): As of March 31, 2017 December 31, 2017 March 31, 2018 December 31, 2018Restricted cash $— $40.8 $42.1 $39.1 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) shares in Millions, $ in Millions | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2018 | Mar. 31, 2017 | |
Restricted cash | $ 40.8 | $ 42.1 | $ 39.1 | $ 0 |
2017 Junior Convertible Debt | ||||
Proceeds from issuance of senior subordinated convertible debentures, net of issuance costs | $ 111.3 | |||
2007 Junior Convertible Debt | Long-term Debt | ||||
Stock issued during period, exchange of convertible securities (in shares) | 3.2 | |||
Extinguishment of debt | $ 111.3 | $ 32.5 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Dec. 31, 2018 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Microchip Technology Incorporated and its majority-owned and controlled subsidiaries (the Company). All intercompany balances and transactions have been eliminated in consolidation. All dollar amounts in the financial statements and tables in these notes, except per share amounts, are stated in millions of U.S. dollars unless otherwise noted. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP), pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The information furnished herein reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods reported. Certain information and footnote disclosures normally included in audited consolidated financial statements have been condensed or omitted pursuant to such SEC rules and regulations. It is suggested that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2018 . As further discussed in Note 3, on May 29, 2018, the Company completed its acquisition of Microsemi Corporation (Microsemi) and the Company's results for the three and nine months ended December 31, 2018 include Microsemi's results beginning as of such acquisition date. The results of operations for the nine months ended December 31, 2018 are not indicative of the results that may be expected for the fiscal year ending March 31, 2019 or for any other period. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements On April 1, 2018, the Company adopted ASU 2014-09- Revenue from Contracts with Customers (Topic 606) and all related amendments (“New Revenue Standard”) using the modified retrospective method. The Company has applied the new revenue standard to all contracts that were entered into after adoption and to all contracts that were open as of the initial date of adoption. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company expects the adoption of the new standard to impact its net sales on an ongoing basis depending on the relative amount of revenue sold through its distributors, the change in inventory held by its distributors, and the changes in price concessions granted to its distributors. Previously, the Company deferred revenue and cost of sales on shipments to distributors until the distributor sold the product to their end customer. As required by the new revenue standard, the Company no longer defers revenue and cost of sales, but rather, estimates the effects of returns and allowances provided to distributors and records revenue at the time of sale to the distributor. Sales to non-distributor customers, under both the previous and new revenue standards, are generally recognized upon the Company’s shipment of the product. The cumulative effect of the changes made to our condensed consolidated April 1, 2018 balance sheet for the adoption of the new revenue standard is summarized in the table of opening balance sheet adjustments below. In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our condensed consolidated income statement and balance sheet for the period ended December 31, 2018 was as follows (in millions): Income Statement For the three months ended December 31, 2018 As reported Balances without adoption of New Revenue Standard Effect of Change Higher / (Lower) Net Sales $ 1,374.7 $ 1,391.4 $ (16.7 ) Cost of Sales $ 595.1 $ 606.6 $ (11.5 ) Gross Profit $ 779.6 $ 784.8 $ (5.2 ) Income tax provision (benefit) $ 5.8 $ 5.2 $ 0.6 Net Income $ 49.2 $ 55.0 $ (5.8 ) Income Statement For the nine months ended December 31, 2018 As reported Balances without adoption of New Revenue Standard Effect of Change Higher / (Lower) Net Sales $ 4,019.7 $ 4,039.0 $ (19.3 ) Cost of Sales $ 1,908.8 $ 1,925.9 $ (17.1 ) Gross Profit $ 2,110.9 $ 2,113.1 $ (2.2 ) Income tax provision (benefit) $ (127.9 ) $ (128.1 ) $ 0.2 Net Income $ 181.2 $ 183.6 $ (2.4 ) Balance Sheet As of December 31, 2018 As reported Balances without adoption of New Revenue Standard Effect of Change Higher / (Lower) ASSETS Accounts receivable, net $ 544.8 $ 578.6 $ (33.8 ) Inventories $ 702.5 $ 715.0 $ (12.5 ) Other current assets $ 194.1 $ 157.3 $ 36.8 Other assets $ 106.4 $ 100.9 $ 5.5 Long-term deferred tax assets $ 1,717.1 $ 1,739.4 $ (22.3 ) LIABILITIES Accrued liabilities $ 407.7 $ 387.4 $ 20.3 Deferred income on shipments to distributors $ — $ 320.1 $ (320.1 ) Long-term deferred tax liability $ 830.5 $ 813.7 $ 16.8 STOCKHOLDERS' EQUITY Retained Earnings $ 3,122.4 $ 2,865.7 $ 256.7 The significant changes in our financial statements noted in the table above are primarily due to the transition from sell-through revenue recognition to sell-in revenue recognition as required by the New Revenue Standard, which eliminated the balance of deferred income on shipments to distributors, significantly reduced accounts receivable, and significantly increased retained earnings. Prior to our acquisition of Microsemi, Microsemi already recognized revenue on a sell-in basis, so the impact of the adoption of the New Revenue Standard was primarily driven by Microchip's historical business excluding Microsemi. During the three months ended June 30, 2018, the Company adopted ASU 2016-01- Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This standard requires available-for-sale equity investments to be measured at fair value with changes in fair value recognized in net income. The adoption of this standard did not have a material impact on the Company's financial statements. During the three months ended June 30, 2018, the Company adopted 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. This standard has been applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings. The adoption of this standard resulted in a cumulative-effect increase in the Company's deferred tax assets of approximately $1.58 billion , a decrease to the Company's deferred tax liabilities of $1.1 million , a decrease to other assets of $24.1 million , and a decrease of $1.7 million to other long-term liabilities. During the three months ended June 30, 2018, the Company adopted 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. The standard has been applied using a retrospective transition method to each period presented. The adoption of this standard did not have a material impact on the Company's financial statements. The following table summarizes the opening balance sheet adjustments related to the adoption of the New Revenue Standard, ASU 2016-01- Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , and ASU 2016-16- Intra-Entity Transfers of Assets Other Than Inventory (in millions): Balance as of Adjustments from Balance as of March 31, 2018 ASC Topic 606 ASU 2016-01 ASU 2016-16 April 1, 2018 ASSETS Accounts receivable, net $ 563.7 $ (45.6 ) $ — $ — $ 518.1 Inventories $ 476.2 $ (5.1 ) $ — $ — $ 471.1 Other current assets $ 119.8 $ 17.2 $ — $ — $ 137.0 Long-term deferred tax assets $ 100.2 $ (23.1 ) $ — $ 1,579.4 $ 1,656.5 Other assets $ 71.8 $ — $ — $ (24.1 ) $ 47.7 LIABILITIES Accrued liabilities $ 229.6 $ 18.5 $ — $ — $ 248.1 Deferred income on shipments to distributors $ 333.8 $ (333.8 ) $ — $ — $ — Long-term deferred tax liability $ 205.8 $ 16.8 $ — $ (1.1 ) $ 221.5 Other long-term liabilities $ 240.9 $ — $ — $ (1.7 ) $ 239.2 STOCKHOLDERS' EQUITY Accumulated other comprehensive loss $ (17.6 ) $ — $ (1.7 ) $ — $ (19.3 ) Retained earnings $ 1,397.3 $ 241.9 $ 1.7 $ 1,558.1 $ 3,199.0 Recently Issued Accounting Pronouncements Not Yet Adopted In August 2017, the FASB issued ASU 2017-12- Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . The update expands an entity's ability to apply hedge accounting for non-financial and financial risk components and allows for a simplified approach for fair value hedging of interest rate risk. The update eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Additionally, the update simplifies the hedge documentation and effectiveness assessment requirements under the previous guidance. The effective date of this standard is for fiscal years beginning after December 15, 2018 and early adoption is permitted. Adoption will be applied through a cumulative-effect adjustment for cash flow and net investment hedges existing at the date of adoption and prospectively for presentation and disclosure. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04- Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendment is effective for annual periods and interim periods within those annual periods beginning after December 15, 2019, and early adoption is permitted. The Company does not expect this standard to have an impact on its condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13- Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. This standard requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually and can include forecasted information. There are other provisions within the standard affecting how impairments of other financial assets may be recorded and presented, as well as expanded disclosures. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019, and permits early adoption, but not before December 15, 2018. The standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements. 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 for all leases with terms longer than 12 months 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 with a cumulative-effect adjustment to retained earnings at either the beginning of the earliest comparative period presented in the financial statements or the beginning of the period of adoption. The Company is currently evaluating use of the optional transition method, practical expedient elections, and the impact the adoption of this standard will have on its condensed consolidated financial statements. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions Acquisition of Microsemi On May 29, 2018 , the Company completed its acquisition of Microsemi Corporation, a publicly traded company headquartered in Aliso Viejo, California. The Company paid an aggregate of approximately $8.19 billion in cash to the stockholders of Microsemi. The total consideration transferred in the acquisition, including approximately $53.9 million of non-cash consideration for the exchange of certain share-based payment awards of Microsemi for stock awards of the Company, was approximately $8.24 billion . In addition to the consideration transferred, the Company recognized in its consolidated financial statements $3.18 billion in liabilities of Microsemi consisting of debt, taxes payable and deferred, restructuring, and contingent and other liabilities of which $2.06 billion of existing debt was paid off. The Company financed the purchase price using approximately $8.10 billion of borrowings consisting of $3.10 billion under its amended and restated revolving line of credit (the "Credit Facility"), $3.0 billion under the term loan feature of the Credit Facility ("Term Loan Facility"), and $2.0 billion in newly issued senior secured notes. The Company incurred $22.0 million in acquisition costs related to the acquisition. As a result of the acquisition, Microsemi became a wholly owned subsidiary of the Company. Microsemi offers a comprehensive portfolio of semiconductor and system solutions for aerospace and defense, communications, data center and industrial markets. The Company's primary reason for this acquisition was to expand the Company's range of solutions, products and capabilities by extending its served available market. The acquisition was accounted for under the acquisition method of accounting, with the Company identified as the acquirer, and the operating results of Microsemi have been included in the Company's consolidated financial statements as of the closing date of the acquisition. Under the acquisition method of accounting, the aggregate amount of consideration paid by the Company was allocated to Microsemi's net tangible assets and intangible assets based on their estimated fair values as of May 29, 2018 . The excess of the purchase price over the value of the net tangible assets and intangible assets was recorded to goodwill. The factors contributing to the recognition of goodwill were based upon the Company's conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. The goodwill has been allocated to the Company's semiconductor products reporting segment. None of the goodwill related to the Microsemi acquisition is deductible for tax purposes. The Company has retained independent third-party appraisers to assist management in its ongoing valuation of the acquired assets and liabilities. The purchase price allocation has not been finalized and is based on estimates and assumptions that are subject to change related to the valuation of inventory, intangible assets, taxes and other assets and liabilities. This could result in adjustments to the fair values of the assets acquired and liabilities assumed, the useful lives of intangible assets, the residual amount allocated to goodwill and deferred income taxes recognized. The preliminary allocation of the purchase price is based on the best estimates of management and is subject to revision based on the final valuation and estimates of useful lives. The purchase price allocation is preliminary and could change materially during the measurement period. The table below represents the preliminary allocation of the purchase price to the net assets acquired based on their estimated fair values, as well as the associated estimated useful lives of the acquired intangible assets (in millions). Previously reported September 30, 2018 Adjustments December 31, 2018 Assets acquired Cash and cash equivalents $ 340.0 $ — $ 340.0 Accounts receivable 216.1 — 216.1 Inventories 625.0 (53.5 ) 571.5 Other current assets 66.6 18.6 85.2 Property, plant and equipment 201.9 — 201.9 Goodwill 4,488.5 (5.5 ) 4,483.0 Purchased intangible assets 5,466.9 — 5,466.9 Long-term deferred tax assets 6.0 — 6.0 Other assets 57.2 — 57.2 Total assets acquired 11,468.2 (40.4 ) 11,427.8 Liabilities assumed Accounts payable (226.9 ) (6.9 ) (233.8 ) Other current liabilities (174.8 ) 5.4 (169.4 ) Long-term debt (2,056.9 ) — (2,056.9 ) Deferred tax liabilities (617.2 ) 12.5 (604.7 ) Long-term income tax payable (101.6 ) 14.4 (87.2 ) Other long-term liabilities (46.3 ) 15.0 (31.3 ) Total liabilities assumed (3,223.7 ) 40.4 (3,183.3 ) Purchase price allocated $ 8,244.5 $ — $ 8,244.5 Purchased Intangible Assets Weighted Average Useful Life May 29, 2018 (in years) (in millions) Core and developed technology 15 $ 4,312.1 In-process research and development — 794.2 Customer-related 12 326.9 Backlog 1 27.9 Other 4 5.8 Total purchased intangible assets $ 5,466.9 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 are being determined based on the present value of the expected cash flows to be generated by the respective existing technology or future technology. The core and developed technology intangible assets are being amortized in a manner based on the expected cash flows used in the initial determination of fair value. In-process research and development is capitalized until such time as the related projects are completed or abandoned at which time the capitalized amounts will begin to be amortized or written off. Customer-related intangible assets consist of Microsemi's contractual relationships and customer loyalty related to its distributor and end-customer relationships. The fair values of the customer-related intangibles are being determined based on expected attrition and revenue growth for Microsemi's existing customers as of the acquisition date. Customer relationships are being amortized in a manner based on the estimated cash flows associated with the existing customers and anticipated retention rates. Backlog relates to the value of orders not yet shipped by Microsemi at the acquisition date, and the fair values are being determined based on the estimated profit associated with those orders. Backlog related assets have a one year useful life and are being amortized on a straight-line basis over that period. The total weighted average amortization period of intangible assets acquired as a result of the Microsemi transaction is 9 years . Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Thus, approximately $851.4 million was established as a net deferred tax liability for the future amortization of the intangible assets. The amount of Microsemi net sales included in the Company's condensed consolidated statements of operations for the three and nine months ended December 31, 2018 was approximately $477.6 million and $1,097.8 million , respectively. The amount of Microsemi net loss included in the Company's condensed consolidated statements of operations for the three and nine months ended December 31, 2018 , was approximately $223.2 million and $473.6 million , respectively. The following unaudited pro-forma consolidated results of operations for the three and nine months ended December 31, 2018 and 2017 assume the closing of the Microsemi acquisition occurred as of April 1, 2017. The pro-forma adjustments are mainly comprised of acquired inventory fair value costs and amortization of purchased intangible assets. The pro-forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on April 1, 2017 or of results that may occur in the future (in millions except per share data): Three Months Ended December 31, Nine Months Ended December 31, 2018 2017 2018 2017 Net sales $ 1,374.7 $ 1,462.9 $ 4,234.0 $ 4,380.5 Net income (loss) $ 102.4 $ (438.8 ) $ 420.5 $ (742.5 ) Basic net income (loss) per common share $ 0.43 $ (1.87 ) $ 1.78 $ (3.20 ) Diluted net income (loss) per common share $ 0.42 $ (1.87 ) $ 1.69 $ (3.20 ) |
Segment Information
Segment Information | 9 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company's reportable segments are semiconductor products and technology licensing. The Company does not allocate operating expenses, interest income, interest expense, other income or expense, or provision for or benefit from income taxes to these segments for internal reporting purposes, as the Company does not believe that allocating these expenses is beneficial in evaluating segment performance. Additionally, the Company does not allocate assets to segments for internal reporting purposes as it does not manage its segments by such metrics. The following table represents net sales and gross profit for each segment for the three and nine months ended December 31, 2018 (in millions): Three Months Ended Nine Months Ended December 31, 2018 December 31, 2018 Net Sales Gross Profit Net Sales Gross Profit Semiconductor products $ 1,331.3 $ 736.2 $ 3,911.4 $ 2,002.6 Technology licensing 43.4 43.4 108.3 108.3 Total $ 1,374.7 $ 779.6 $ 4,019.7 $ 2,110.9 The following table represents net sales and gross profit for each segment for the three and nine months ended December 31, 2017 (in millions): Three Months Ended Nine Months Ended December 31, 2017 December 31, 2017 Net Sales Gross Profit Net Sales Gross Profit Semiconductor products $ 966.7 $ 579.6 $ 2,900.2 $ 1,727.3 Technology licensing 27.5 27.5 78.3 78.3 Total $ 994.2 $ 607.1 $ 2,978.5 $ 1,805.6 |
Net Sales
Net Sales | 9 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Net Sales | Net Sales The following table represents the Company's net sales by product line (in millions): Three Months Ended Nine Months Ended December 31, 2018 Microcontrollers $ 716.9 $ 2,218.0 Analog, interface, mixed signal and timing products 396.6 1,147.7 Memory products 44.0 142.0 Field-programmable gate array products 97.7 206.4 Technology licensing 43.4 108.3 Multi-market and other 76.1 197.3 Total net sales $ 1,374.7 $ 4,019.7 All of the product lines listed above are included in the Company's Semiconductor Product segment with the exception of Technology Licensing, which belongs to the Technology Licensing segment. The following table represents the Company's net sales by contract type (in millions). Three Months Ended Nine Months Ended December 31, 2018 Distributors $ 686.3 $ 2,044.4 Direct customers 645.0 1,867.0 Licensees 43.4 108.3 Total net sales $ 1,374.7 $ 4,019.7 Distributors are customers that buy products with the intention of reselling them. Distributors generally have a distributor agreement with the Company to govern the terms of the relationship. Direct customers are non-distributor customers, which generally do not have a master sales agreement with the Company. The Company's direct customers primarily consist of original equipment manufacturers (OEMs) and, to a lesser extent, contract manufacturers. Licensees are customers of our Technology Licensing segment, which include purchasers of our intellectual property and customers that have licensing agreements to use the Company's SuperFlash ® embedded flash and Smartbits ® one time programmable NVM technologies. All of the contract types listed in the table above are included in the Company's Semiconductor Product segment with the exception of Licensees, which belong to the Technology Licensing segment. Substantially all of the Company's net sales are recognized from contracts with customers, and therefore, subject to the new revenue recognition standard. Semiconductor Product Segment For contracts related to the purchase of semiconductor products, the Company satisfies its performance obligation when control of the ordered product transfers to the customer. The timing of the transfer of control depends on the agreed upon shipping terms with the customer, but generally occurs upon shipment, which is when physical possession of the product has been transferred and legal title of the product transfers to the customer. Payment is generally due within 30 days of the ship date. Payment is generally collected after the Company satisfies its performance obligation, therefore contract liabilities are uncommon. Also, the Company usually does not record contract assets because the Company has an unconditional right to payment upon satisfaction of the performance obligation, and therefore, a receivable is more commonly recorded than a contract asset. Refer to Note 10 for the opening and closing balances of the Company's receivables. As contracts with customers generally have an expected duration of one year or less, the balance of open performance obligations as of period end that will be recognized as revenue subsequent to December 31, 2019 is immaterial. Generally, there is only a single performance obligation in the Company's contracts with customers for semiconductor products; as such, the entire transaction price is allocated to the single performance obligation and allocation of the transaction price to individual performance obligations is not necessary. The consideration received from customers is fixed, with the exception of consideration from certain distributors. Certain of the Company's distributors are granted price concessions and return rights, which result in variable consideration. The amount of revenue recognized for sales to these certain distributors is adjusted for estimates of the price concessions and return rights that are expected to be claimed. These estimates are based on the recent history of price concessions and stock rotations. Technology Licensing Segment The technology licensing segment includes sales and licensing of the Company's intellectual property. For contracts related to the sale of the Company's intellectual property, the Company satisfies its performance obligation and recognizes revenue when control of the intellectual property transfers to the customer. For contracts related to the licensing of the Company's technology, the Company satisfies its performance obligation and recognizes revenue as usage of the license occurs. The transaction price is fixed by the license agreement. Payment is collected after the Company satisfies its performance obligation, and therefore no contract liabilities are recorded. The Company does not record contract assets due to the fact that the Company has an unconditional right to payment upon satisfaction of the performance obligation, and therefore, the Company recognizes a receivable instead of a contract asset. Refer to Note 10 for the opening and closing balances of the Company's receivables. |
Special (Income) Charges and Ot
Special (Income) Charges and Other, Net | 9 Months Ended |
Dec. 31, 2018 | |
Other Nonrecurring (Income) Expense [Abstract] | |
Special (Income) Charges and Other, Net | Special (Income) Charges and Other, Net The following table summarizes activity included in the " special (income) charges and other, net " caption on the Company's condensed consolidated statements of operations (in millions): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 Restructuring Employee separation costs $ 3.3 $ 0.1 $ 60.5 $ 1.5 Gain on sale of assets — — — (4.4 ) Impairment charges 0.2 — 3.7 — Contract exit costs 0.1 (0.1 ) (2.9 ) 0.6 Other 0.1 0.1 0.7 — Legal settlement (5.0 ) — (5.0 ) — Non-restructuring contract exit costs and other — 0.1 — 19.6 Total $ (1.3 ) $ 0.2 $ 57.0 $ 17.3 The Company continuously evaluates its existing operations in an attempt to identify and realize cost savings opportunities and operational efficiencies. This same approach is applied to businesses that are acquired by the Company and often the operating models of acquired companies are not as efficient as the Company's operating model which enables the Company to realize significant savings and efficiencies. As a result, following an acquisition, the Company will from time to time incur restructuring expenses; however, the Company is often not able to estimate the timing or amount of such costs in advance of the period in which they occur. The primary reason for this is that the Company regularly reviews and evaluates each position, contract and expense against the Company's strategic objectives, long-term operating targets and other operational priorities. Decisions related to restructuring activities are made on a "rolling basis" during the course of the integration of an acquisition whereby department managers, executives and other leaders work together to evaluate each of these expenses and make recommendations. As a result of this approach, at the time of an acquisition, the Company is not able to estimate the total amount of expected employee separation or exit costs that it will incur in connection with its restructuring activities. The Company's restructuring expenses during the three and nine months ended December 31, 2018 were related to the Company's most recent business acquisitions, and resulted from workforce, property and other operating expense rationalizations as well as combining product roadmaps and manufacturing operations. These expenses were for employee separation costs and intangible asset impairment charges. The impairment charges in the nine months ended December 31, 2018 were primarily recognized as a result of writing off intangible assets purchased from Microsemi prior to the close of the acquisition and other intangible assets that were impaired as a result of changes in the combined product roadmaps after the acquisition that affected the use and life of the assets. Additional costs will be incurred in the future as additional synergies or operational efficiencies are identified in connection with the Microsemi transaction and other previous acquisitions. All of the Company's restructuring activities occurred in its semiconductor products segment. The Company has incurred $110.4 million in costs since the start of fiscal 2016 in connection with employee separation activities, of which $3.3 million and $60.5 million was incurred during the three and nine months ended December 31, 2018 , respectively, and $0.1 million and $1.5 million was incurred during the three and nine months ended December 31, 2017 , respectively. The Company could incur future expenses as additional synergies or operational efficiencies are identified. The Company is not able to estimate future expenses, if any, to be incurred in employee separation costs. The Company has incurred $42.6 million in costs in connection with contract exit activities since the start of fiscal 2016 which includes expense of $0.1 million and income of $2.9 million for the three and nine months ended December 31, 2018 , respectively, and income of $0.1 million and expense of $0.6 million for the three and nine months ended December 31, 2017 , respectively. The amounts recognized during the nine months ended December 31, 2018 were related to vacated lease liabilities. While the Company expects to incur further acquisition-related contract exit expenses, it is not able to estimate the amount at this time. In the three months ended September 30, 2017, the Company recognized $19.5 million in non-restructuring contract exit costs for fees associated with transitioning from the public utility provider in Oregon to a lower cost direct access provider. The fee is being paid monthly starting in calendar year 2018 and depends on the amount of actual energy consumed by the Company's wafer fabrication facility in Oregon over the next five years. In connection with the transition to a direct access provider, the Company signed a ten -year supply agreement to purchase monthly amounts of energy that are less than the current average usage and priced on a per mega watt hour published index rate in effect at those future dates. In the three months ended June 30, 2017, the Company completed the sale of an asset it acquired as part of its acquisition of Micrel for proceeds of $10.0 million and the gain of $4.4 million is included in the gain on sale of assets in the above table. The following is a roll forward of accrued restructuring and other exit charges from April 1, 2018 to December 31, 2018 (in millions): Restructuring Non-Restructuring Employee Separation Costs Exit Costs Exit Costs Total Balance at April 1, 2018 $ 0.8 $ 27.3 $ 19.1 $ 47.2 Additions due to Microsemi acquisition 11.4 6.6 — 18.0 Charges/income 44.1 (2.9 ) — 41.2 Payments (42.8 ) (9.7 ) (3.4 ) (55.9 ) Non-cash - Other — 0.4 0.6 1.0 Balance at December 31, 2018 $ 13.5 $ 21.7 $ 16.3 $ 51.5 Current $ 29.1 Non-current 22.4 Total $ 51.5 The liability for restructuring and other exit costs of $51.5 million is included in accrued liabilities and other long-term liabilities on the Company's condensed consolidated balance sheet as of December 31, 2018 . |
Investments
Investments | 9 Months Ended |
Dec. 31, 2018 | |
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 debt securities at December 31, 2018 (in millions): Available-for-sale Debt Securities Adjusted Gross Gross Estimated Time deposits $ 2.3 — — $ 2.3 At December 31, 2018 , short-term investments of $4.0 million included available-for-sale debt securities of $2.3 million and marketable equity securities of $1.7 million . The following is a summary of available-for-sale debt securities at March 31, 2018 (in millions): Available-for-sale Debt Securities Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale debt securities: Government agency bonds $ 723.2 $ — $ — $ 723.2 Municipal bonds - taxable 14.9 — — 14.9 Time deposits 11.5 — — 11.5 Corporate bonds and debt 542.9 — — 542.9 Total $ 1,292.5 $ — $ — $ 1,292.5 At March 31, 2018 , short-term investments of $1.30 billion included available-for-sale debt securities of $1.29 billion and marketable equity securities of $2.8 million . The Company sold available-for-sale debt securities for proceeds of $1.38 billion during the nine months ended December 31, 2018 to help finance the acquisition of Microsemi. The Company had no sales of available-for-sale debt securities during the nine months ended December 31, 2017 . During the nine months ended December 31, 2018 , the Company recognized losses of $5.6 million on available-for-sale debt securities and $1.2 million on marketable equity securities. During fiscal 2018, the Company recognized an impairment of $15.5 million on available-for-sale debt securities based on its evaluation of available evidence and the Company's intent to sell these investments which were subsequently sold in the first quarter of fiscal 2019. The Company determines the cost of available-for-sale debt securities sold on a 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. Gains and losses recognized in earnings are credited or charged to other income (expense) on the condensed consolidated statements of operations . As of December 31, 2018 and March 31, 2018 , the Company had no available-for-sale debt securities in an unrealized loss position. The amortized cost and estimated fair value of the available-for-sale debt securities at December 31, 2018 , by contractual maturity are shown below (in millions). 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 debt securities as available for current operations. Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale debt securities Due in one year or less $ 2.3 $ — $ — $ 2.3 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [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 December 31, 2018 are as follows (in millions): 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 $ 6.7 $ — $ 6.7 Deposit accounts — 425.5 425.5 Short-term investments: Marketable equity securities 1.7 — 1.7 Time deposits — 2.3 2.3 Total assets measured at fair value $ 8.4 $ 427.8 $ 436.2 Assets measured at fair value on a recurring basis at March 31, 2018 are as follows (in millions): Quoted Prices Significant Total Assets Cash and cash equivalents: Money market mutual funds $ 121.0 $ — $ 121.0 Deposit accounts — 641.6 641.6 Commercial Paper — 118.7 118.7 Government agency bonds — 20.0 20.0 Short-term investments: Marketable equity securities 2.8 — 2.8 Corporate bonds and debt — 542.9 542.9 Time deposits — 11.5 11.5 Government agency bonds — 723.2 723.2 Municipal bonds - taxable — 14.9 14.9 Total assets measured at fair value $ 123.8 $ 2,072.8 $ 2,196.6 There were no transfers between Level 1 and Level 2 during the three and nine months ended December 31, 2018 or the fiscal year ended March 31, 2018 . There were no assets measured on a recurring basis using significant unobservable inputs (Level 3). Assets and Liabilities Measured and Recorded at Fair Value on a Non-Recurring Basis The Company's non-marketable equity, cost method investments, certain acquired liabilities and non-financial assets, such as intangible assets, assets held for sale and property, plant and equipment, are recorded at fair value on a non-recurring basis. These assets are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. The Company's non-marketable and cost method investments are monitored on a quarterly basis for impairment charges. The fair values of these investments have been determined as Level 3 fair value measurements because the valuations use unobservable inputs that require management's judgment due to the absence of quoted market prices. There were no impairment charges recognized on these investments during each of the three and nine -month periods ended December 31, 2018 and December 31, 2017 . These investments are included in other assets on the condensed 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 | 9 Months Ended |
Dec. 31, 2018 | |
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 December 31, 2018 based upon unobservable inputs. The fair values of these investments have been determined as Level 3 fair value measurements. The fair values of the Company's line of credit borrowings are estimated using discounted cash flow analyses, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements and approximate carrying value excluding debt issuance costs. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of the Company's line of credit borrowings at December 31, 2018 approximated the carrying value and are considered Level 2 in the fair value hierarchy described in Note 8. The carrying amount of accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short-term maturity of the amounts and are considered Level 2 in the fair value hierarchy. Fair Value of Subordinated Convertible Debt, Senior Secured Notes, and Term Loan Facility The Company measures the fair value of its senior and junior subordinated convertible debt and senior secured notes for disclosure purposes. These fair values are based on observable market prices for this debt, which is traded in less active markets and are therefore classified as a Level 2 fair value measurement. The following table shows the carrying amounts and fair values of the Company's senior and junior subordinated convertible debt, senior secured notes, and term loan facility as of December 31, 2018 and March 31, 2018 (in millions). December 31, 2018 March 31, 2018 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value 2023 Senior Secured Notes $ 984.5 $ 966.6 $ — $ — 2021 Senior Secured Notes $ 985.9 $ 985.8 $ — $ — Term Loan Facility $ 2,684.3 $ 2,713.0 $ — $ — 2017 Senior Convertible Debt $ 1,479.3 $ 2,014.3 $ 1,437.6 $ 2,459.2 2015 Senior Convertible Debt $ 1,347.8 $ 2,397.1 $ 1,309.9 $ 3,079.1 2017 Junior Convertible Debt $ 333.6 $ 675.1 $ 326.7 $ 876.9 (1) The carrying amounts presented are net of debt discounts and debt issuance costs (see Note 13. Debt and Credit Facility for further information). |
Other Financial Statements Deta
Other Financial Statements Details | 9 Months Ended |
Dec. 31, 2018 | |
Accounts Receivable, Net [Abstract] | |
Other Financial Statements Details | Other Financial Statement Details Accounts Receivable Accounts receivable consists of the following (in millions): December 31, 2018 March 31, 2018 Trade accounts receivable $ 539.3 $ 557.8 Other 7.5 8.1 Total accounts receivable, gross 546.8 565.9 Less allowance for doubtful accounts 2.0 2.2 Total accounts receivable, net $ 544.8 $ 563.7 Inventories The components of inventories consist of the following (in millions): December 31, 2018 March 31, 2018 Raw materials $ 81.4 $ 26.0 Work in process 392.8 311.8 Finished goods 228.3 138.4 Total inventories $ 702.5 $ 476.2 Inventories are valued at the lower of cost and net realizable value using the first-in, first-out method. Inventory impairment charges establish a new cost basis for inventory and charges are not subsequently reversed to income even if circumstances later suggest that increased carrying amounts are recoverable. Property, Plant and Equipment Property, plant and equipment consists of the following (in millions): December 31, 2018 March 31, 2018 Land $ 82.3 $ 73.4 Building and building improvements 634.3 508.5 Machinery and equipment 2,197.1 1,943.9 Projects in process 129.0 118.3 Total property, plant and equipment, gross 3,042.7 2,644.1 Less accumulated depreciation and amortization 2,003.0 1,876.2 Total property, plant and equipment, net $ 1,039.7 $ 767.9 Depreciation expense attributed to property, plant and equipment was $47.0 million and $132.2 million for the three and nine months ended December 31, 2018 , respectively, compared to $32.0 million and $90.9 million for the three and nine months ended December 31, 2017 , respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets consist of the following (in millions): December 31, 2018 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 7,064.4 $ (984.5 ) $ 6,079.9 Customer-related 1,043.8 (512.3 ) 531.5 Backlog 27.9 (19.5 ) 8.4 In-process research and development 7.7 — 7.7 Distribution rights 0.3 (0.2 ) 0.1 Other 7.4 (2.1 ) 5.3 Total $ 8,151.5 $ (1,518.6 ) $ 6,632.9 March 31, 2018 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 1,952.3 $ (644.4 ) $ 1,307.9 Customer-related 716.9 (375.9 ) 341.0 In-process research and development 12.1 — 12.1 Distribution rights 0.3 (0.1 ) 0.2 Other 1.5 (0.7 ) 0.8 Total $ 2,683.1 $ (1,021.1 ) $ 1,662.0 The Company amortizes intangible assets over their expected useful lives, which range between 1 and 15 years. During the nine months ended December 31, 2018 , due to the acquisition of Microsemi, the Company acquired $4.31 billion of core and developed technology which has a weighted average amortization period of 15 years, $326.9 million of customer-related intangible assets which have a weighted average amortization period of 12 years, $27.9 million of intangible assets related to backlog with an amortization period of 1 year, $5.8 million of other intangible assets which have a weighted average amortization period of 4 years, and $794.2 million of in-process technology. In the nine months ended December 31, 2018 , $ 798.6 million of in-process research and development intangible assets, primarily consisting of intangible assets acquired in the acquisition of Microsemi, 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 the remainder of fiscal 2019 through fiscal 2023 , absent any future acquisitions or impairment charges (in millions): Fiscal Year Ending March 31, Projected Amortization Expense 2019 $196.8 2020 $992.0 2021 $926.7 2022 $851.8 2023 $660.5 Amortization expense attributed to intangible assets was $196.9 million and $505.5 million for the three and nine months ended December 31, 2018 , respectively. Amortization expense attributed to intangible assets was $122.6 million and $368.1 million for the three and nine months ended December 31, 2017 , respectively. In the three and nine months ended December 31, 2018 , approximately $1.8 million and $4.9 million of amortization expense, respectively, was charged to cost of sales, and approximately $195.1 million and $500.6 million , respectively, was charged to operating expenses. In the three and nine months ended December 31, 2017 , approximately $1.5 million and $4.9 million of amortization expense, respectively, was charged to cost of sales, and approximately $121.1 million and $363.2 million , respectively, was charged to operating expenses. The Company recognized $3.1 million of intangible asset impairment charges in the nine months ended December 31, 2018 . The impairment charges in the nine months ended December 31, 2018 were recognized as a result of writing off intangible assets purchased from Microsemi prior to the close of the acquisition and as a result of changes in the combined product roadmaps after the acquisition that affected the use and life of these assets. The Company recognized an immaterial amount of intangible asset impairment charges in the nine months ended December 31, 2017 . Goodwill activity for the three and nine months ended December 31, 2018 was as follows (in millions): Semiconductor Products Reporting Unit Technology Licensing Reporting Unit Balance at March 31, 2018 $ 2,279.8 $ 19.2 Additions due to the acquisition of Microsemi 4,483.0 — Balance at December 31, 2018 $ 6,762.8 $ 19.2 At March 31, 2018 , the Company applied a qualitative goodwill impairment test to its two reporting units, concluding it was not more likely than not that goodwill was impaired. Through December 31, 2018 , the Company has never recorded an impairment charge against its goodwill balance. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes reflects tax on foreign earnings and federal and state tax on U.S. earnings. The Company’s effective tax rates for the nine months ended December 31, 2018 and December 31, 2017 were not meaningful due to the amount of pre-tax income and the tax benefits recorded during the period. The Company's effective tax rate for the nine months ended December 31, 2018 is lower compared to the prior year primarily due to discrete benefits related to releases of uncertain tax positions due to lapses of statutes of limitations, successful closure of tax examinations, discrete adjustments to deferred tax assets related to intellectual property, offset by the impact of the new Global Intangible Low-Taxed Income (“GILTI”) tax in the United States. The Company's effective tax rate is different than statutory rates in the U.S. due to one-time discrete tax benefits related to changes in U.S. and foreign tax laws, changes in uncertain tax benefit positions, and favorable adjustments from revaluing deferred tax assets related to intellectual property. In addition, the Company has numerous tax holidays it receives related to its Thailand manufacturing operations based on its investment in property, plant and equipment in Thailand, as well as Microsemi’s tax holiday in Malaysia that effectively reduces its income tax rate in that jurisdiction. 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. Microsemi’s tax holiday in Malaysia was granted in 2009 and is effective through December 2019, subject to continued compliance with the tax holiday’s requirements. The material components of foreign income taxed at a rate lower than the U.S. are earnings accrued in Thailand, Malta and Ireland. The Company files U.S. federal, U.S. state, and foreign income tax returns. For U.S. federal, and in general for U.S. state tax returns, the fiscal 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. The Company records benefits for uncertain tax positions based on an assessment of whether it is more likely than not that the tax positions will be sustained based on their technical merits under currently enacted law. If this threshold is not met, no tax benefit of the uncertain tax position is recognized. If this threshold is met, the Company recognizes the largest amount of the tax benefit that is more likely than not to be realized upon ultimate settlement. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter. The Company believes it maintains appropriate reserves to offset any potential income tax liabilities that may arise upon final resolution of matters for open tax years. If such reserve amounts ultimately prove to be unnecessary, the resulting reversal of such reserves could result in tax benefits being recorded in the period the reserves are no longer deemed necessary. If such amounts prove to be less than an ultimate assessment, a future charge to expense would be recorded in the period in which the assessment is determined. The following tables summarize the activity related to the Company’s gross unrecognized tax benefits for the nine months ended December 31, 2018 and the year ended March 31, 2018 (in millions): Nine Months Ended December 31, 2018 Balance at March 31, 2018 $ 436.0 Increases related to acquisitions 284.0 Decreases related to settlements with tax authorities (3.2 ) Decreases related to statute of limitation expirations (10.5 ) Increases related to current year tax positions 11.0 Decreases related to prior year tax positions (36.9 ) Balance at December 31, 2018 $ 680.4 Year Ended March 31, 2018 Balance at March 31, 2017 $ 398.5 Increases related to acquisitions — Decreases related to settlements with tax authorities (0.1 ) Decreases related to statute of limitation expirations (10.9 ) Increases related to current year tax positions 30.3 Increases related to prior year tax positions 18.2 Balance at March 31, 2018 $ 436.0 As of December 31, 2018 , the Company had accrued approximately $31.4 million related to the potential payment of interest on the Company’s uncertain tax positions. The current year increase to the potential payment of interest is primarily composed of a $23.2 million increase related to acquisitions. As of March 31, 2018 , the Company had accrued approximately $12.9 million related to the potential payment of interest on the Company’s uncertain tax positions. As of December 31, 2018 , the Company had accrued for $51.4 million of penalties related to its uncertain tax positions. The current year decrease to the potential payment of penalties is primarily composed of tax positions that were effectively settled and statute of limitation expirations offset by a $15.8 million increase related to acquisitions. As of March 31, 2018 , the Company had accrued for approximately $67.9 million of penalties related to its uncertain tax positions. On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was enacted into law. The Act provides for numerous significant tax law changes and modifications including the reduction of the U.S. federal corporate income tax rate from 35.0% to 21.0%, the requirement for companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and the creation of new taxes on certain foreign-sourced earnings. Accounting Standards Codification ("ASC") 740, Income Taxes, requires companies to recognize the effect of the tax law changes in the period of enactment. However, the SEC staff issued Staff Accounting Bulletin ("SAB") 118 which allowed companies to record provisional amounts during a measurement period that is similar to the measurement period used when accounting for business combinations. The Company recorded a reasonable estimate when measurable and with the understanding that the provisional amount was subject to further adjustments under SAB 118. In addition, for significant items for which the Company could not make a reasonable estimate, no provisional amounts were recorded. As of December 31, 2018, the Company completed its review of the previously recorded provisional amounts related to the Act, recorded necessary adjustments, and the amounts are now final under SAB 118. As of March 31, 2018, the Company remeasured certain deferred tax assets and liabilities based on the rates at which they were expected to reverse in the future (which was generally 21%), by recording a provisional income tax benefit of $136.7 million . Upon further analysis of certain aspects of the Act and refinement of its calculations during the period ended December 31, 2018, the Company did not make adjustments to the provisional amount. The one-time transition tax is based on the Company's total post-1986 earnings and profits (E&P), the tax on which the Company previously deferred from U.S. income taxes under U.S. law. The Company recorded a provisional amount for its one-time transition tax expense for each of its foreign subsidiaries, resulting in a transition tax expense of $644.7 million at March 31, 2018. Upon further analyses of the Act and notices and regulations issued and proposed by the U.S. Department of the Treasury and the Internal Revenue Service, the Company finalized its calculations of the transition tax expense during the period ended December 31, 2018. The Company increased its March 31, 2018 provisional amount by $13.1 million to $657.8 million , which is included as a component of income tax expense from continuing operations. The measurement period adjustment of $13.1 million decreased basic and diluted net income per common share by $0.06 and $0.05, respectively, for the nine months ended December 31, 2018. As of March 31, 2018, the Company removed its valuations allowance on certain foreign tax credits and recorded a provisional income tax benefit of $36.4 million . Upon further analysis of the Act, the Company did not make adjustments to the provisional amount. The Act subjects a U.S. shareholder to tax on Global Intangible Low-Taxed Income (GILTI) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income , states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. We have elected to account for GILTI in the year the tax is incurred. |
Debt and Credit Facility
Debt and Credit Facility | 9 Months Ended |
Dec. 31, 2018 | |
Convertible Debt [Abstract] | |
Debt and Credit Facility | Debt and Credit Facility Debt obligations included in the condensed consolidated balance sheets consisted of the following (in millions): Coupon Interest Rate Effective Interest Rate Fair Value of Liability Component at Issuance (1) December 31, 2018 March 31, 2018 Senior Secured Indebtedness Revolving Credit Facility $ 2,742.5 $ — Term Loan Facility 2,713.0 — 2023 Notes, maturing June 1, 2023 ("2023 Notes") 4.333% 1,000.0 — 2021 Notes, maturing June 1, 2021 ("2021 Notes") 3.922% 1,000.0 — Total Senior Secured Indebtedness 7,455.5 — Senior Subordinated Convertible Debt - Principal Outstanding 2017 Senior Debt, maturing February 15, 2027 (2017 Senior Convertible Debt) 1.625% 6.0% $1,396.3 $ 2,070.0 $ 2,070.0 2015 Senior Debt, maturing February 15, 2025 (2015 Senior Convertible Debt) 1.625% 5.9% $1,160.1 1,725.0 1,725.0 Junior Subordinated Convertible Debt - Principal Outstanding 2017 Junior Debt, maturing February 15, 2037 (2017 Junior Convertible Debt) 2.250% 7.4% $321.1 686.3 686.3 Total Convertible Debt 4,481.3 4,481.3 Gross long-term debt including current maturities 11,936.8 4,481.3 Less: Debt discount (2) (1,298.0 ) (1,372.9 ) Less: Debt issuance costs (3) (96.5 ) (40.1 ) Net long-term debt including current maturities 10,542.3 3,068.3 Less: Current maturities (4) — (1,309.9 ) Net long-term debt $ 10,542.3 $ 1,758.4 (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): December 31, March 31, 2018 2018 2023 Senior Secured Notes $ (4.7 ) $ — 2021 Senior Secured Notes (4.3 ) — 2017 Senior Convertible Debt (575.7 ) (616.3 ) 2015 Senior Convertible Debt (363.9 ) (400.3 ) 2017 Junior Convertible Debt (349.4 ) (356.3 ) Total unamortized discount $ (1,298.0 ) $ (1,372.9 ) (3) Debt issuance costs include the following (in millions): December 31, March 31, 2018 2018 Senior Credit Facility $ (15.6 ) $ (5.9 ) Term Loan Facility (28.7 ) — 2023 Senior Secured Notes (10.8 ) — 2021 Senior Secured Notes (9.8 ) — 2017 Senior Convertible Debt (15.0 ) (16.1 ) 2015 Senior Convertible Debt (13.3 ) (14.8 ) 2017 Junior Convertible Debt (3.3 ) (3.3 ) Total debt issuance costs $ (96.5 ) $ (40.1 ) (4) As of March 31, 2018, the 2015 Senior Debt was convertible and included within current maturities. As of December 31, 2018, the 2015 Senior Debt was not convertible and included within long-term debt. Expected maturities relating to the Company’s long-term debt as of December 31, 2018 are as follows (in millions): Fiscal year ending March 31, Expected Maturities 2019 $ — 2020 — 2021 — 2022 1,000.0 2023 — Thereafter 10,936.8 Total $ 11,936.8 Ranking of Convertible Debt - The Senior Subordinated Convertible Debt and Junior Subordinated Convertible Debt (collectively, the Convertible Debt) are unsecured obligations which are subordinated in right of payment to the amounts outstanding under the Company's Credit Facility and Senior Secured Notes (as defined below). The Junior Subordinated Convertible Debt is expressly subordinated in right of payment to any existing and future senior debt of the Company (including the Credit Facility, the Senior Secured Notes, and the Senior Subordinated Convertible Debt) and is structurally subordinated in right of payment to the liabilities of the Company's subsidiaries. The Senior Subordinated Convertible Debt is subordinated to the Credit Facility and the Senior Secured Notes; ranks senior to the Company's indebtedness that is expressly subordinated in right of payment to it, including the Junior Subordinated Convertible Debt; ranks equal in right of payment to any of the Company's unsubordinated indebtedness that does not provide that it is senior to the Senior Subordinated Convertible Debt; ranks junior in right of payment to any of the Company's secured, unsubordinated indebtedness to the extent of the value of the assets securing such indebtedness; and is structurally subordinated to all indebtedness and other liabilities of the Company's subsidiaries. Summary of Conversion Features - Each series of Convertible Debt is convertible, subject to certain conditions, into cash, shares of the Company's common stock or a combination thereof, at the Company's election, at specified Conversion Rates (see table below), adjusted for certain events including the declaration of cash dividends. Except during the three-month period immediately preceding the maturity date of the applicable series of Convertible Debt, each series of Convertible Debt is convertible only upon the occurrence of (1) such time as the closing price of the Company's common stock exceeds the Conversion Price (see table below) by 130% for 20 days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter or (2) during the 5 business day period after any 10 consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day or (3) upon the occurrence of certain corporate events specified in the indenture of such series of Convertible Debt. In addition, for each series, if at the time of conversion the applicable price of the Company's common stock exceeds the applicable Conversion Price at such time, the applicable Conversion Rate will be increased by up to an additional maximum incremental shares rate, as determined pursuant to a formula specified in the indenture for the applicable series of Convertible Debt, and as adjusted for cash dividends paid since the issuance of such series of Convertible Debt. However, in no event will the applicable Conversion Rate exceed the applicable Maximum Conversion Rate specified in the indenture for the applicable series of Convertible Debt (see table below). The following table sets forth the applicable Conversion Rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable Incremental Share Factors and Maximum Conversion Rates as adjusted for dividends paid since the applicable issuance date: Dividend adjusted rates as of December 31, 2018 Conversion Rate, adjusted Approximate Conversion Price, adjusted Incremental Share Factor, adjusted Maximum Conversion Rate, adjusted 2017 Senior Convertible Debt 10.2510 $ 97.55 5.1255 14.6078 2015 Senior Convertible Debt 15.9858 $ 62.56 7.9929 22.3801 2017 Junior Convertible Debt 10.4341 $ 95.84 5.2171 14.6078 As of December 31, 2018 , the 2017 Senior Convertible Debt, 2015 Senior Convertible Debt, and 2017 Junior Convertible Debt are not convertible. As of December 31, 2018 , the 2015 Senior Convertible Debt had a value if converted above par of $387.3 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): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 Debt issuance amortization $ 3.6 $ 0.7 $ 9.4 $ 2.3 Debt discount amortization 0.7 — 1.5 — Interest expense 84.2 1.6 201.9 5.0 Total interest expense on Senior Secured Indebtedness 88.5 2.3 212.8 7.3 Debt issuance amortization 0.9 0.9 2.7 2.7 Debt discount amortization 28.3 26.7 83.7 79.0 Coupon interest expense 19.3 19.3 57.8 58.1 Total interest expense on Convertible Debt 48.5 46.9 144.2 139.8 Other interest expense 0.6 0.5 9.7 1.6 Total interest expense $ 137.6 $ 49.7 $ 366.7 $ 148.7 The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 8.13 years , 6.13 years , and 18.13 years for the 2017 Senior Convertible Debt, 2015 Senior Convertible Debt, and 2017 Junior Convertible Debt, respectively. In November 2017, the Company called for redemption $14.6 million in principal value of the remaining outstanding 2007 Junior Convertible Debt with an effective redemption date of December 15, 2017 for which substantially all holders submitted requests to convert. Prior to the call, conversion requests were received in both the second and third quarters of fiscal 2018. Total conversions for fiscal 2018 were for a principal amount of $32.5 million for which the Company settled the principal amount in cash and issued 0.5 million shares of its common stock in respect of the conversion value in excess of the principal amount for the conversions occurring prior to the redemption notice and $41.0 million in cash for the conversion value in excess of the principal amount for the conversion requests received after the notice of redemption. A loss on total conversions was recorded for $2.2 million . In June 2017, the Company exchanged, in privately negotiated transactions, $111.3 million aggregate principal amount of its 2007 Junior Convertible Debt for (i) $111.3 million principal amount of 2017 Junior Convertible Debt with a market value of $119.3 million plus (ii) the issuance of 3.2 million shares of the Company's common stock with a value of $254.6 million , of which $56.3 million was allocated to the fair value of the liability and $321.1 million was allocated to the reacquisition of the equity component for total consideration of $374.0 million . The transaction resulted in a loss on settlement of the 2007 Junior Convertible Debt of approximately $13.8 million , which represented the difference between the fair value of the liability component at time of repurchase and the sum of the carrying values of the debt component and any unamortized debt issuance costs. The debt discount on the new 2017 Junior Convertible Debt was the difference between the par value and the fair value of the debt resulting in a debt discount of $55.1 million which will be amortized to interest expense using the effective interest method over the term of the debt. In February 2017, the Company issued the 2017 Senior Convertible Debt and 2017 Junior Convertible Debt for net proceeds of $2.04 billion and $567.7 million , respectively. In connection with the issuance of these instruments, the Company incurred issuance costs of $33.7 million , of which $17.8 million and $3.4 million was recorded as convertible debt issuance costs related to the 2017 Senior Convertible Debt and 2017 Junior Convertible Debt, respectively, and will be amortized using the effective interest method over the term of the debt. The balance of $12.5 million in fees was recorded to equity. Interest on both instruments is payable semi-annually on February 15 and August 15 of each year. In February 2015, the Company issued the 2015 Senior Convertible Debt for net proceeds of approximately $1.69 billion . In connection with the issuance, the Company incurred issuance costs of $30.3 million , of which $20.4 million was recorded as debt issuance costs and will be amortized using the effective interest method over the term of the debt. The balance of $9.9 million was recorded to equity. The Company utilized the proceeds from the issuances of the 2017 Senior Convertible Debt, 2017 Junior Convertible Debt, and 2015 Senior Convertible Debt to reduce amounts borrowed under its Credit Facility and to settle a portion of the 2007 Junior Convertible Debt in privately negotiated transactions. In February 2017 and February 2015, the Company settled $431.3 million and $575.0 million , respectively, in aggregate principal of its 2007 Junior Convertible Debt. The February 2015 repurchase consisted solely of cash. In February 2017, the Company used cash of $431.3 million and an aggregate of 12.0 million in shares of the Company's common stock valued at $862.7 million for total consideration of $1,293.9 million to repurchase $431.3 million of the 2007 Junior Convertible Debt, of which $188.0 million was allocated to the liability component and $1,105.9 million was allocated to the equity component. In addition, in February 2017, there was an inducement fee of $5.0 million which was recorded in the condensed consolidated statements of operations 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 of the 2007 Junior Convertible Debt, the consideration was allocated to the liability and equity components using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt prior to the retirement. The transactions resulted in a loss on settlement of 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. Senior Secured Notes Issuances and Settlements of Senior Secured Notes - In May 2018, the Company issued $1.00 billion aggregate principal amount of 3.922% Senior Secured Notes due 2021 (the “2021 Notes”) and $1.00 billion aggregate principal amount of 4.333% Senior Secured Notes due 2023 (the “2023 Notes”, and together with the 2021 Notes, the "Senior Secured Notes") to qualified institutional buyers in a Rule 144A offering. In connection with the issuance of these instruments, the Company incurred issuance costs of $24.4 million and recorded a debt discount of $10.5 million for fees deducted from the proceeds, which will both be amortized using the effective interest method over the term of the debt. The 2021 Notes mature on June 1, 2021 and the 2023 Notes mature on June 1, 2023. Interest on the 2021 Notes accrues at a rate of 3.922% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2018. Interest on the 2023 Notes accrues at a rate of 4.333% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2018. The Company may, at its option, redeem some or all of the 2021 Notes prior to June 1, 2021 at a price equal to the greater of (a) 100% of the principal amount of the 2021 Notes redeemed or (b) the sum of the present value of all remaining scheduled payments of principal and interest (discounted in accordance with the indenture for the 2021 Notes) that would have been due on the redeemed 2021 Notes, in each case, plus accrued and unpaid interest to, but excluding, the redemption date. The Company may, at its option, redeem some or all of the 2023 Notes, (i) if prior to May 1, 2023 (one month prior to the maturity date of the 2023 Notes), at a price equal to the greater of (a) 100% of the principal amount of the 2023 Notes redeemed or (b) the sum of the present value of all remaining scheduled payments of principal and interest (discounted in accordance with the indenture for the 2023 Notes) that would have been due on the redeemed 2023 Notes, in each case, plus accrued and unpaid interest to, but excluding, the redemption date, and (ii) if on or after May 1, 2023 (one month prior to maturity of the 2023 Notes), at a redemption price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company experiences a specified change of control triggering event, the Company must offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The Notes are guaranteed by certain of the Company's subsidiaries (each such guarantee, a “Note Guarantee”) that have also guaranteed the obligations under the Company's Credit Facility and under the Term Loan Facility (the Term Loan Facility together with the Credit Facility, the “Senior Credit Facilities”) that was entered into in connection with the Microsemi acquisition. The Notes and the Note Guarantees are secured, on a pari passu first lien basis with the Senior Credit Facilities, by substantially all of the tangible and intangible assets (other than certain excluded assets) of the Company and the guarantors that secure obligations under the Senior Credit Facilities, in each case subject to certain thresholds, exceptions and permitted liens, as set forth in the indenture for the Senior Secured Notes and the Security Agreement, dated May 29, 2018, by and among the Company, the subsidiary guarantors party thereto and the Collateral Agent (the "Security Agreement"). Credit Facility In May 2018, the Company amended and restated the Credit Facility to, among other things, increase the size of the Revolving Loan Facility (as defined below) thereunder to $3.84 billion from $3.12 billion at March 31, 2018. In connection with the amendment and restatement of the Credit Facility, the Company incurred issuance costs of $13.6 million which will be amortized using the effective interest method over the term of the debt. In the nine months ended December 31, 2018 , the Company terminated the commitments for the 2020 Revolving Loans which decreased the capacity of the Revolving Loan Facility to $3.60 billion . The Credit Facility provides for a revolving loan facility (the " Revolving Loan Facility" ) in an aggregate principal amount of approximately $3.60 billion , with a $250.0 million foreign currency sublimit, a $50.0 million letter of credit sublimit and a $25.0 million swingline loan sublimit. The Credit Facility consists of approximately $3.60 billion of revolving loan commitments that terminate on May 18, 2023 (the "2023 Maturity Date"). The $244.3 million of revolving loan commitments (the "2020 Revolving Loans") that would terminate on February 4, 2020 were canceled in the nine months ended December 31, 2018 . The Revolving Loans bear interest, at the Company’s option, at the base rate plus a spread of 0.00% to 1.00% or an adjusted LIBOR rate (based on one, two, three or six-month interest periods) plus a spread of 1.00% to 2.00% , in each case with such spread being determined based on the consolidated senior leverage ratio for the preceding four fiscal quarter period. The Credit Facility permits the Company to add one or more incremental term loan facilities (in addition to the Term Loans) and/or increase the commitments under the Revolving Loan Facility from time to time, subject, in each case, to the receipt of additional commitments from existing and/or new lenders and pro forma compliance with a consolidated senior leverage ratio set forth in the Credit Facility. The Company’s obligations under the Credit Facility are guaranteed by certain of its subsidiaries meeting materiality thresholds set forth in the Credit Facility. To secure the Company’s obligations under the Credit Facility and the subsidiary guarantors’ obligations under the guarantees, the Company and each of the subsidiary guarantors has granted a security interest in substantially all its assets, subject to certain exceptions and limitations. In May 2018, the Company borrowed $3.0 billion aggregate principal amount of loans under the Term Loan Facility ("Term Loans"). In connection with such borrowings, the Company incurred issuance costs of $34.7 million which will be amortized using the effective interest method over the term of the debt. The Credit Facility provides for quarterly amortization payments of the Term Loans on the last business day of each March, June, September and December, commencing with the last business day of the first full fiscal quarter to occur after the Microsemi acquisition effective date, equal to 0.25% of the aggregate original principal amount of the Term Loans. In addition, the Credit Facility requires mandatory prepayments of the Term Loans from the incurrence of debt not otherwise permitted to be incurred under the Credit Facility, certain asset sales and certain excess cash flow. Mandatory prepayments with excess cash flow (as defined in the Credit Facility) are required to be made beginning with the Company’s fiscal year ending March 30, 2020 in an amount equal to 50% , 25% or 0% of the excess cash flow for such fiscal year, depending on the Company’s senior leverage ratio. The Company may prepay the Term Loans at any time without premium or penalty. Term Loans repaid or prepaid may not be reborrowed. During the quarters ended September 30, 2018 and December 31, 2018, the Company voluntarily prepaid $267.0 million and $20.0 million , respectively, of principal under the Term Loan Facility and expensed $2.9 million and $0.2 million , respectively, of unamortized financing fees attributed to the partial pay-down as loss on settlement of debt. Interest is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of an interest period (or at each three-month interval in the case of loans with interest periods greater than three months) in the case of loans bearing interest at the adjusted LIBOR rate. Principal, together with all accrued and unpaid interest, is due and payable on the 2023 Maturity Date in the case of revolving loans under the credit facility and May 29, 2025 in the case of the term loans. The Company pays a quarterly commitment fee on the available but unused portion of 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 Facility contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, incur subsidiary indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into certain transactions with affiliates, pay dividends or make distributions, repurchase stock, enter into restrictive agreements and enter into sale and leaseback transactions, in each case subject to customary exceptions for a credit facility of this size and type. The Company is also required to maintain compliance with a senior leverage ratio, a total leverage ratio and an interest coverage ratio, all measured quarterly and calculated on a consolidated basis. At December 31, 2018 , the Company was in compliance with these financial covenants. The financial covenants include limits on the Company's consolidated total leverage ratio and senior ratio. The maximum Total Leverage Ratio (capitalized terms not otherwise defined in this Form 10-Q have the meaning of the defined terms in the applicable agreements) cannot exceed (a) 6.75 to 1.00 for any such period ended on or after the Microsemi Acquisition Closing Date to (but excluding) the first anniversary of the Microsemi Acquisition Closing Date, (b) 6.25 to 1.00 for any such period ended on or after the first anniversary of the Microsemi Acquisition Closing Date to (but excluding) the second anniversary of the Microsemi Acquisition Closing Date to (but excluding) the second anniversary or the Microsemi Acquisition Closing Date and (c) 5.75 to 1.00 for any such period ended on or after the second anniversary of the Microsemi Acquisition Closing Date. The total leverage ratio is calculated as Consolidated Total Indebtedness, excluding the Junior Convertible Debt up to a $700 million maximum, to Consolidated EBIDTA for a period of four consecutive quarters. The Credit Facility also requires that the Senior Leverage Ratio not exceed (a) 4.75 to 1.00 for any such period ended from (and including) the Microsemi Acquisition Closing Date to (but excluding) the first anniversary of the Microsemi Acquisition Closing Date, (b) 4.25 to 1.00 for any such period ended on or after the first anniversary of the Microsemi Acquisition Closing Date to (but excluding) the second anniversary of the Microsemi Acquisition Closing Date and (c) 3.75 to 1.00 for any such period ended on or after the second anniversary of the Microsemi Acquisition Closing Date. The senior leverage ratio is calculated as Consolidated Senior Indebtedness to Consolidated EBIDTA for four consecutive quarters. The Company is also required to comply with a Minimum Interest Coverage Ratio of at least 3.25 to 1.00 for any period ended on or after the Microsemi Acquisition Closing Date, measured quarterly. The Credit Facility 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 Facility. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Credit Facility at a per annum rate equal to 2.00% above the applicable interest rate for any overdue principal and 2.00% above the rate applicable for base rate loans for any other overdue amounts. |
Pension Plans
Pension Plans | 9 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Pension Plans | Pension Plans The Company has defined benefit pension plans that cover certain French and German employees. Most of these acquired defined pension plans are unfunded; however, one of the pension plans in Germany is insured and the Company has pledged the insurance contracts to the pensioners. Accordingly, the contracts are now considered to be a plan asset. As the plan assets are insurance contracts, the Company does not control the investment strategy and thus cannot influence the return on investments. The insurance payments are guaranteed by the insurer and should the insurer default on its obligation, the security fund for insurance companies in Germany would assume the contracts. 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 plans is as follows (in millions): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 Service costs $ 0.4 $ 0.4 $ 1.2 $ 1.2 Interest costs 0.3 0.3 0.8 0.7 Return on plan assets (0.1 ) — (0.1 ) — Amortization of actuarial loss 0.3 0.2 0.8 0.6 Net pension period cost $ 0.9 $ 0.9 $ 2.7 $ 2.5 Interest costs and amortization of actuarial losses are recorded in the other income, net line item in the condensed consolidated statements of operations . The Company's net periodic pension cost for fiscal 2019 is expected to be approximately $ 3.2 million . Cash funding for benefits paid was $0.2 million and $0.7 million for the three and nine months ended December 31, 2018 , respectively, and $0.3 million and $0.6 million , respectively, for the three and nine months ended December 31, 2017 . The Company expects total contributions to these plans to be approximately $ 1.0 million in fiscal 2019 . |
Contingencies
Contingencies | 9 Months Ended |
Dec. 31, 2018 | |
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 on April 4, 2016, the Company became involved with the following legal matters: Continental Claim ICC Arbitration. On December 29, 2016, Continental Automotive GmbH ("Continental") filed a Request for Arbitration with the ICC, naming as respondents the Company's subsidiaries Atmel Corporation, Atmel SARL, Atmel Global Sales Ltd., and Atmel Automotive GmbH (collectively, "Atmel"). The Request alleges that a quality issue affecting Continental airbag control units in certain recalled vehicles stems from allegedly defective Atmel application specific integrated circuits ("ASICs"). Continental seeks to recover from Atmel all related costs and damages incurred as a result of the vehicle manufacturers’ airbag control unit-related recalls, currently alleged to be $227.7 million . The Company's Atmel subsidiaries intend to defend this action vigorously. Individual Labor Actions by former LFR Employees . In June 2010, Atmel Rousset sold its wafer manufacturing business in Rousset, France to LFoundry GmbH ("LF"), the German parent of LFoundry Rousset ("LFR"). LFR then leased the Atmel Rousset facility to conduct the manufacture of wafers. More than three years later, LFR became insolvent and later liquidated. In the wake of LFR's insolvency and liquidation, over 500 former employees of LFR have filed individual labor actions against Atmel Rousset in a French labor court. The Company's Atmel Rousset subsidiary believes that each of these actions is entirely devoid of merit, and, further, that any assertion by any of the Claimants of a co-employment relationship with the Atmel Rousset subsidiary is based substantially on the same specious arguments that the Paris Commercial Court summarily rejected in 2014 in related proceedings. The Company's Atmel Rousset subsidiary therefore intends to defend vigorously against each of these claims. Additionally, complaints have been filed in a regional court in France on behalf of the same group of employees against Microchip Technology Rousset, Atmel Switzerland Sarl, Atmel Corporation and Microchip Technology Incorporated alleging that the sale of the Atmel Rousset production unit to LF was fraudulent and should be voided. Furthermore, new claims have been filed in a regional court in France on behalf of a subset of this same group of employees against Microchip Technology Incorporated and Atmel Corporation. These claims are specious and the defendant entities therefore intend to defend vigorously against these claims. In connection with its acquisition of Microsemi, which closed on May 29, 2018, the Company became involved with the following legal matters: Federal Shareholder Class Action Litigation . Beginning on September 14, 2018, the Company and certain of its officers were named in two putative shareholder class action lawsuits filed in the United States District Court for the District of Arizona, captioned Jackson v. Microchip Technology Inc., et al., Case No. 2:18-cv-02914-JJT and Maknissian v. Microchip Technology Inc., et al., Case No. 2:18-cv-02924-JJT. On November 13, 2018, the Maknissian complaint was voluntarily dismissed. The Jackson complaint is allegedly brought on behalf of a putative class of purchasers of Microchip common stock between March 2, 2018 and August 9, 2018. The complaint asserts claims for alleged violations of the federal securities laws and generally alleges that the defendants issued materially false and misleading statements and failed to disclose material adverse facts about the Company’s business, operations, and prospects during the putative class period. The complaint seeks, among other things, compensatory damages and attorneys’ fees and costs on behalf of the putative class. On December 11, 2018, the Court issued an order appointing the lead plaintiff. An amended complaint is due to be filed on February 8, 2019. Federal Derivative Litigation. On December 17, 2018, a shareholder derivative lawsuit was filed against certain of the Company’s officers and directors in the United States District Court for the District of Arizona, captioned Kistenmacher v. Sanghi, et al., Case No. 16-cv-04720. The Company is named as a nominal defendant. The complaint generally alleges that defendants breached their fiduciary duties by, among other things, making or causing the Company to make false and misleading statements and omissions regarding the Microsemi acquisition, the Company’s business, operations, and prospects, and a purported failure to maintain internal controls. The complaint further alleges that certain defendants engaged in insider trading. The complaint asserts causes of action for alleged violations of Section 14(a) of the Securities Exchange Act, breach of fiduciary duties, and unjust enrichment and seeks unspecified monetary damages, corporate governance reforms, restitution, and attorneys’ fees and costs. State Derivative Litigation. On January 22, 2019, a shareholder derivative lawsuit was filed against certain of the Company’s officers and directors in the Superior Court of Arizona for Maricopa County, captioned Reid v. Sanghi, et al., Case No. CV2019-002389. The Company is named as a nominal defendant. The complaint generally alleges that defendants breached their fiduciary duties by, among other things, purportedly failing to conduct adequate due diligence regarding Microsemi prior to its acquisition, misrepresenting the Company’s business prospects and health, and engaging in improper practices, and further alleges that certain defendants engaged in insider trading. The complaint asserts causes of action for breach of fiduciary duty, waste, and unjust enrichment and seeks unspecified monetary damages, corporate governance reforms, equitable and/or injunctive relief, restitution, and attorneys’ fees and costs. Peterson, et al. v. Sanghi, et al . On October 9, 2018, four former officers of Microsemi Corporation filed a lawsuit in the Superior Court of California in Orange County against us and four of our officers asserting claims for slander per se, libel per se, trade libel, and violations of California Business and Professions Code Section 17200. The complaint seeks unspecified compensatory and punitive damages, injunctive relief, and attorneys’ fees and costs. On November 8, 2018, defendants removed the action to the United States District Court for the Central District of California, Case No. 18-cv-02000-JLS. The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has been or will be incurred, the Company accrues for all probable and reasonably estimable losses. Where the Company can reasonably estimate a range of losses it may incur regarding such a matter, the Company records an accrual for the amount within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, the Company uses the amount that is the low end of such range. As of December 31, 2018 , 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 $163.7 million . There are some licensing agreements in place that do not specify indemnification limits. As of December 31, 2018 , the Company had not recorded any liabilities related to these indemnification obligations and the Company believes that any amounts that it may be required to pay under these agreements in the future will not have a material adverse effect on its financial position, cash flows or results of operations. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Freestanding Derivative Forward Contracts The Company has international operations and is thus subject to foreign currency rate fluctuations. Approximately 99% of the Company's sales are U.S. Dollar denominated. However, a significant amount of the Company's expenses and liabilities are denominated in foreign currencies and subject to foreign currency rate fluctuations. To help manage the risk of changes in foreign currency rates, the Company periodically enters into derivative contracts comprised of foreign currency forward contracts to hedge its asset and liability foreign currency exposure and a portion of its foreign currency operating expenses. Foreign exchange rate fluctuations after the effects of hedging activity resulted in net losses of $1.9 million and $6.3 million for the three and nine months ended December 31, 2018 , respectively, compared to a net loss of $2.4 million for the three months ended December 31, 2017 and net gains of $7.1 million for the nine months ended December 31, 2017 . As of December 31, 2018 and March 31, 2018 , the Company had no foreign currency forward contracts outstanding. The Company recognized an immaterial amount of net losses and gains on foreign currency forward contracts in each of the three and nine months ended December 31, 2018 and 2017 . 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. Commodity Price Risk The Company is exposed to fluctuations in prices for energy that it consumes, particularly electricity and natural gas. The Company also enters into variable-priced contracts for some purchases of electricity and natural gas, on an index basis. The Company seeks, or may seek, to partially mitigate these exposures through fixed-price contracts. These contracts meet the characteristics of derivative instruments, but generally qualify for the “normal purchases or normal sales” exception under authoritative guidance and require no mark-to-market adjustment. |
Comprehensive Income (Loss)
Comprehensive Income (Loss) | 9 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The following table presents the changes in the components of accumulated other comprehensive income (loss) (AOCI), net of tax, for the nine months ended December 31, 2018 (in millions): Unrealized Defined benefit pension plans Foreign Currency Total Accumulated other comprehensive income (loss) at March 31, 2018 $ 1.9 $ (10.1 ) $ (9.4 ) $ (17.6 ) Impact of change in accounting principle (1.7 ) — — (1.7 ) Opening Balance as of April 1, 2018 0.2 (10.1 ) (9.4 ) (19.3 ) Other comprehensive (loss) income before reclassifications (5.6 ) 4.5 (3.0 ) (4.1 ) Amounts reclassified from accumulated other comprehensive (loss) income 5.6 0.8 — 6.4 Net other comprehensive income (loss) — 5.3 (3.0 ) 2.3 Accumulated other comprehensive income (loss) at December 31, 2018 $ 0.2 $ (4.8 ) $ (12.4 ) $ (17.0 ) The table below details where reclassifications of realized transactions out of AOCI are recorded on the condensed consolidated statements of operations (in millions): Three Months Ended Nine Months Ended December 31, December 31, Description of AOCI Component 2018 2017 2018 2017 Related Statement of Operations Line Unrealized losses on available-for-sale debt securities $ — $ — $ (5.6 ) $ — Other income (loss) Amortization of actuarial loss (0.3 ) (0.2 ) (0.8 ) (0.6 ) Other income (loss) Reclassification of realized transactions, net of taxes $ (0.3 ) $ (0.2 ) $ (6.4 ) $ (0.6 ) Net income |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation The following table presents the details of the Company's share-based compensation expense (in millions): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 Cost of sales (1) $ 3.4 $ 3.5 $ 10.9 $ 10.6 Research and development 19.4 10.9 53.2 31.8 Selling, general and administrative 16.6 9.6 46.1 27.6 Special (income) charges and other, net 0.2 — 17.3 — Pre-tax effect of share-based compensation 39.6 24.0 127.5 70.0 Income tax benefit (2) 8.2 6.6 27.3 21.9 Net income effect of share-based compensation $ 31.4 $ 17.4 $ 100.2 $ 48.1 (1) During the three and nine months ended December 31, 2018 , $4.7 million and $12.6 million , respectively, of share-based compensation expense was capitalized to inventory and $3.4 million and $10.9 million , respectively, of previously capitalized share-based compensation expense in inventory was sold. During the three and nine months ended December 31, 2017 , $3.1 million and $8.9 million , respectively, of share-based compensation expense was capitalized to inventory and $3.5 million and $10.6 million , respectively, of previously capitalized share-based compensation expense in inventory was sold. (2) Amounts exclude excess tax benefits related to share-based compensation of $4.1 million and $13.1 million , respectively, for the three and nine months ended December 31, 2018 and $5.7 million and $19.8 million , respectively, for the three and nine months ended December 31, 2017 . Microsemi Acquisition-related Equity Awards In connection with its acquisition of Microsemi, the Company assumed certain restricted stock units (RSUs), stock appreciation rights (SARs), and stock options granted by Microsemi. The assumed awards were measured at the acquisition date based on the estimated fair value, which was a total of $175.4 million . A portion of that fair value, $53.9 million , which represented the pre-acquisition vested service provided by employees to Microsemi, was included in the total consideration transferred as part of the acquisition. As of the acquisition date, the remaining portion of the fair value of those awards was $121.5 million , representing post-acquisition share-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods. During the nine months ended December 31, 2018 , the Company recognized $53.5 million of share-based compensation expense in connection with the acquisition of Microsemi, of which $2.6 million was capitalized into inventory and $17.3 million was due to the accelerated vesting of outstanding equity awards upon termination of certain Microsemi employees. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 9 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The following table sets forth the computation of basic and diluted net income (loss) per common share (in millions, except per share amounts): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 Net income (loss) $ 49.2 $ (251.1 ) $ 181.2 $ 108.7 Weighted average common shares outstanding 236.7 234.1 235.9 232.3 Dilutive effect of stock options and RSUs 3.3 — 3.8 4.4 Dilutive effect of 2007 Junior Convertible Debt — — — 1.7 Dilutive effect of 2015 Senior Convertible Debt 4.6 — 9.8 9.6 Dilutive effect of 2017 Senior Convertible Debt — — — — Dilutive effect of 2017 Junior Convertible Debt — — — — Weighted average common and potential common shares outstanding 244.6 234.1 249.5 248.0 Basic net income (loss) per common share $ 0.21 $ (1.07 ) $ 0.77 $ 0.47 Diluted net income (loss) per common share $ 0.20 $ (1.07 ) $ 0.73 $ 0.44 The Company computed basic net income (loss) per common share using net income and the weighted average number of common shares outstanding during the period. The Company computed diluted net income (loss) per common share using net income 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. For the three months ended December 31, 2017, the calculation of diluted net loss per common share excluded 4.4 million common shares from employee equity incentive plans as the related impact would have been anti-dilutive as the Company generated a net loss. There were no anti-dilutive option shares for the three and nine months ended December 31, 2018 and the nine months ended December 31, 2017 . Diluted net income (loss) per common share for three and nine months ended December 31, 2018 includes 4.6 million shares and 9.8 million shares issuable upon the exchange of the Company's 2015 Senior Convertible Debt. There were no shares issuable upon the exchange of the Company's 2017 Junior Convertible Debt or the Company's 2017 Senior Convertible Debt. The Company's 2007 Junior Convertible Debt was fully settled as of December 31, 2017. For the three months ended December 31, 2017, the calculation of diluted net loss per common share excluded 0.4 million shares and 11.9 million shares issuable upon the exchange of the Company's 2007 Junior Debt, and the Company's 2015 Senior Debt, respectively, as the related impact would have been anti-dilutive as the Company generated a net loss. Diluted net income (loss) per common share for the nine months ended December 31, 2017 included 1.7 million shares issuable upon the exchange of the Company's 2007 Junior Convertible Debt and 9.6 million shares issuable upon the exchange of the Company's 2015 Senior Convertible Debt (see Note 13 for details on the convertible debt). 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 13 for details on the convertible debt): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 2007 Junior Convertible Debt (1) $ — $ 23.49 $ — $ 23.59 2015 Senior Convertible Debt $ 62.72 $ 63.80 $ 63.00 $ 64.07 2017 Senior Convertible Debt $ 97.81 $ 99.50 $ 98.25 $ 99.92 2017 Junior Convertible Debt $ 96.10 $ 97.75 $ 96.53 $ 98.16 (1) No longer outstanding as of December 31, 2017. |
Stock Repurchase
Stock Repurchase | 9 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stock Repurchase | Stock Repurchase The Company's Board of Directors previously approved a share repurchase program under which up to 15.0 million shares of common stock may be repurchased in the open market or in privately negotiated transactions. There were no repurchases of common stock during the three and nine months ended December 31, 2018 . There is no expiration date associated with this repurchase program. As of December 31, 2018 , the Company held approximately 16.3 million shares as treasury shares. |
Dividends
Dividends | 9 Months Ended |
Dec. 31, 2018 | |
Dividends [Abstract] | |
Dividends | Dividends A quarterly cash dividend of $0.3645 per share was paid on December 5, 2018 in the aggregate amount of $86.3 million . A quarterly cash dividend of $0.3650 per share was declared on February 5, 2019 and will be paid on March 7, 2019 to stockholders of record as of February 21, 2019 . The Company expects the March 7, 2019 payment of its quarterly cash dividend to be approximately $86.8 million . |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On April 1, 2018, the Company adopted ASU 2014-09- Revenue from Contracts with Customers (Topic 606) and all related amendments (“New Revenue Standard”) using the modified retrospective method. The Company has applied the new revenue standard to all contracts that were entered into after adoption and to all contracts that were open as of the initial date of adoption. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company expects the adoption of the new standard to impact its net sales on an ongoing basis depending on the relative amount of revenue sold through its distributors, the change in inventory held by its distributors, and the changes in price concessions granted to its distributors. Previously, the Company deferred revenue and cost of sales on shipments to distributors until the distributor sold the product to their end customer. As required by the new revenue standard, the Company no longer defers revenue and cost of sales, but rather, estimates the effects of returns and allowances provided to distributors and records revenue at the time of sale to the distributor. Sales to non-distributor customers, under both the previous and new revenue standards, are generally recognized upon the Company’s shipment of the product. The cumulative effect of the changes made to our condensed consolidated April 1, 2018 balance sheet for the adoption of the new revenue standard is summarized in the table of opening balance sheet adjustments below. In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our condensed consolidated income statement and balance sheet for the period ended December 31, 2018 was as follows (in millions): Income Statement For the three months ended December 31, 2018 As reported Balances without adoption of New Revenue Standard Effect of Change Higher / (Lower) Net Sales $ 1,374.7 $ 1,391.4 $ (16.7 ) Cost of Sales $ 595.1 $ 606.6 $ (11.5 ) Gross Profit $ 779.6 $ 784.8 $ (5.2 ) Income tax provision (benefit) $ 5.8 $ 5.2 $ 0.6 Net Income $ 49.2 $ 55.0 $ (5.8 ) Income Statement For the nine months ended December 31, 2018 As reported Balances without adoption of New Revenue Standard Effect of Change Higher / (Lower) Net Sales $ 4,019.7 $ 4,039.0 $ (19.3 ) Cost of Sales $ 1,908.8 $ 1,925.9 $ (17.1 ) Gross Profit $ 2,110.9 $ 2,113.1 $ (2.2 ) Income tax provision (benefit) $ (127.9 ) $ (128.1 ) $ 0.2 Net Income $ 181.2 $ 183.6 $ (2.4 ) Balance Sheet As of December 31, 2018 As reported Balances without adoption of New Revenue Standard Effect of Change Higher / (Lower) ASSETS Accounts receivable, net $ 544.8 $ 578.6 $ (33.8 ) Inventories $ 702.5 $ 715.0 $ (12.5 ) Other current assets $ 194.1 $ 157.3 $ 36.8 Other assets $ 106.4 $ 100.9 $ 5.5 Long-term deferred tax assets $ 1,717.1 $ 1,739.4 $ (22.3 ) LIABILITIES Accrued liabilities $ 407.7 $ 387.4 $ 20.3 Deferred income on shipments to distributors $ — $ 320.1 $ (320.1 ) Long-term deferred tax liability $ 830.5 $ 813.7 $ 16.8 STOCKHOLDERS' EQUITY Retained Earnings $ 3,122.4 $ 2,865.7 $ 256.7 The significant changes in our financial statements noted in the table above are primarily due to the transition from sell-through revenue recognition to sell-in revenue recognition as required by the New Revenue Standard, which eliminated the balance of deferred income on shipments to distributors, significantly reduced accounts receivable, and significantly increased retained earnings. Prior to our acquisition of Microsemi, Microsemi already recognized revenue on a sell-in basis, so the impact of the adoption of the New Revenue Standard was primarily driven by Microchip's historical business excluding Microsemi. During the three months ended June 30, 2018, the Company adopted ASU 2016-01- Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This standard requires available-for-sale equity investments to be measured at fair value with changes in fair value recognized in net income. The adoption of this standard did not have a material impact on the Company's financial statements. During the three months ended June 30, 2018, the Company adopted 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. This standard has been applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings. The adoption of this standard resulted in a cumulative-effect increase in the Company's deferred tax assets of approximately $1.58 billion , a decrease to the Company's deferred tax liabilities of $1.1 million , a decrease to other assets of $24.1 million , and a decrease of $1.7 million to other long-term liabilities. During the three months ended June 30, 2018, the Company adopted 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. The standard has been applied using a retrospective transition method to each period presented. The adoption of this standard did not have a material impact on the Company's financial statements. The following table summarizes the opening balance sheet adjustments related to the adoption of the New Revenue Standard, ASU 2016-01- Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , and ASU 2016-16- Intra-Entity Transfers of Assets Other Than Inventory (in millions): Balance as of Adjustments from Balance as of March 31, 2018 ASC Topic 606 ASU 2016-01 ASU 2016-16 April 1, 2018 ASSETS Accounts receivable, net $ 563.7 $ (45.6 ) $ — $ — $ 518.1 Inventories $ 476.2 $ (5.1 ) $ — $ — $ 471.1 Other current assets $ 119.8 $ 17.2 $ — $ — $ 137.0 Long-term deferred tax assets $ 100.2 $ (23.1 ) $ — $ 1,579.4 $ 1,656.5 Other assets $ 71.8 $ — $ — $ (24.1 ) $ 47.7 LIABILITIES Accrued liabilities $ 229.6 $ 18.5 $ — $ — $ 248.1 Deferred income on shipments to distributors $ 333.8 $ (333.8 ) $ — $ — $ — Long-term deferred tax liability $ 205.8 $ 16.8 $ — $ (1.1 ) $ 221.5 Other long-term liabilities $ 240.9 $ — $ — $ (1.7 ) $ 239.2 STOCKHOLDERS' EQUITY Accumulated other comprehensive loss $ (17.6 ) $ — $ (1.7 ) $ — $ (19.3 ) Retained earnings $ 1,397.3 $ 241.9 $ 1.7 $ 1,558.1 $ 3,199.0 Recently Issued Accounting Pronouncements Not Yet Adopted In August 2017, the FASB issued ASU 2017-12- Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . The update expands an entity's ability to apply hedge accounting for non-financial and financial risk components and allows for a simplified approach for fair value hedging of interest rate risk. The update eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Additionally, the update simplifies the hedge documentation and effectiveness assessment requirements under the previous guidance. The effective date of this standard is for fiscal years beginning after December 15, 2018 and early adoption is permitted. Adoption will be applied through a cumulative-effect adjustment for cash flow and net investment hedges existing at the date of adoption and prospectively for presentation and disclosure. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04- Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendment is effective for annual periods and interim periods within those annual periods beginning after December 15, 2019, and early adoption is permitted. The Company does not expect this standard to have an impact on its condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13- Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. This standard requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually and can include forecasted information. There are other provisions within the standard affecting how impairments of other financial assets may be recorded and presented, as well as expanded disclosures. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019, and permits early adoption, but not before December 15, 2018. The standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact the adoption of this standard will have on its condensed consolidated financial statements. 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 for all leases with terms longer than 12 months 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 with a cumulative-effect adjustment to retained earnings at either the beginning of the earliest comparative period presented in the financial statements or the beginning of the period of adoption. The Company is currently evaluating use of the optional transition method, practical expedient elections, and the impact the adoption of this standard will have on its condensed consolidated financial statements. |
Recently Issued Accounting Pr_3
Recently Issued Accounting Pronouncements (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of new accounting pronouncements | The following table summarizes the opening balance sheet adjustments related to the adoption of the New Revenue Standard, ASU 2016-01- Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , and ASU 2016-16- Intra-Entity Transfers of Assets Other Than Inventory (in millions): Balance as of Adjustments from Balance as of March 31, 2018 ASC Topic 606 ASU 2016-01 ASU 2016-16 April 1, 2018 ASSETS Accounts receivable, net $ 563.7 $ (45.6 ) $ — $ — $ 518.1 Inventories $ 476.2 $ (5.1 ) $ — $ — $ 471.1 Other current assets $ 119.8 $ 17.2 $ — $ — $ 137.0 Long-term deferred tax assets $ 100.2 $ (23.1 ) $ — $ 1,579.4 $ 1,656.5 Other assets $ 71.8 $ — $ — $ (24.1 ) $ 47.7 LIABILITIES Accrued liabilities $ 229.6 $ 18.5 $ — $ — $ 248.1 Deferred income on shipments to distributors $ 333.8 $ (333.8 ) $ — $ — $ — Long-term deferred tax liability $ 205.8 $ 16.8 $ — $ (1.1 ) $ 221.5 Other long-term liabilities $ 240.9 $ — $ — $ (1.7 ) $ 239.2 STOCKHOLDERS' EQUITY Accumulated other comprehensive loss $ (17.6 ) $ — $ (1.7 ) $ — $ (19.3 ) Retained earnings $ 1,397.3 $ 241.9 $ 1.7 $ 1,558.1 $ 3,199.0 In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our condensed consolidated income statement and balance sheet for the period ended December 31, 2018 was as follows (in millions): Income Statement For the three months ended December 31, 2018 As reported Balances without adoption of New Revenue Standard Effect of Change Higher / (Lower) Net Sales $ 1,374.7 $ 1,391.4 $ (16.7 ) Cost of Sales $ 595.1 $ 606.6 $ (11.5 ) Gross Profit $ 779.6 $ 784.8 $ (5.2 ) Income tax provision (benefit) $ 5.8 $ 5.2 $ 0.6 Net Income $ 49.2 $ 55.0 $ (5.8 ) Income Statement For the nine months ended December 31, 2018 As reported Balances without adoption of New Revenue Standard Effect of Change Higher / (Lower) Net Sales $ 4,019.7 $ 4,039.0 $ (19.3 ) Cost of Sales $ 1,908.8 $ 1,925.9 $ (17.1 ) Gross Profit $ 2,110.9 $ 2,113.1 $ (2.2 ) Income tax provision (benefit) $ (127.9 ) $ (128.1 ) $ 0.2 Net Income $ 181.2 $ 183.6 $ (2.4 ) Balance Sheet As of December 31, 2018 As reported Balances without adoption of New Revenue Standard Effect of Change Higher / (Lower) ASSETS Accounts receivable, net $ 544.8 $ 578.6 $ (33.8 ) Inventories $ 702.5 $ 715.0 $ (12.5 ) Other current assets $ 194.1 $ 157.3 $ 36.8 Other assets $ 106.4 $ 100.9 $ 5.5 Long-term deferred tax assets $ 1,717.1 $ 1,739.4 $ (22.3 ) LIABILITIES Accrued liabilities $ 407.7 $ 387.4 $ 20.3 Deferred income on shipments to distributors $ — $ 320.1 $ (320.1 ) Long-term deferred tax liability $ 830.5 $ 813.7 $ 16.8 STOCKHOLDERS' EQUITY Retained Earnings $ 3,122.4 $ 2,865.7 $ 256.7 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of recognized identified assets acquired and liabilities assumed | The table below represents the preliminary allocation of the purchase price to the net assets acquired based on their estimated fair values, as well as the associated estimated useful lives of the acquired intangible assets (in millions). Previously reported September 30, 2018 Adjustments December 31, 2018 Assets acquired Cash and cash equivalents $ 340.0 $ — $ 340.0 Accounts receivable 216.1 — 216.1 Inventories 625.0 (53.5 ) 571.5 Other current assets 66.6 18.6 85.2 Property, plant and equipment 201.9 — 201.9 Goodwill 4,488.5 (5.5 ) 4,483.0 Purchased intangible assets 5,466.9 — 5,466.9 Long-term deferred tax assets 6.0 — 6.0 Other assets 57.2 — 57.2 Total assets acquired 11,468.2 (40.4 ) 11,427.8 Liabilities assumed Accounts payable (226.9 ) (6.9 ) (233.8 ) Other current liabilities (174.8 ) 5.4 (169.4 ) Long-term debt (2,056.9 ) — (2,056.9 ) Deferred tax liabilities (617.2 ) 12.5 (604.7 ) Long-term income tax payable (101.6 ) 14.4 (87.2 ) Other long-term liabilities (46.3 ) 15.0 (31.3 ) Total liabilities assumed (3,223.7 ) 40.4 (3,183.3 ) Purchase price allocated $ 8,244.5 $ — $ 8,244.5 |
Schedule of purchased intangible assets | Purchased Intangible Assets Weighted Average Useful Life May 29, 2018 (in years) (in millions) Core and developed technology 15 $ 4,312.1 In-process research and development — 794.2 Customer-related 12 326.9 Backlog 1 27.9 Other 4 5.8 Total purchased intangible assets $ 5,466.9 |
Schedule of pro-forma results of operations | The following unaudited pro-forma consolidated results of operations for the three and nine months ended December 31, 2018 and 2017 assume the closing of the Microsemi acquisition occurred as of April 1, 2017. The pro-forma adjustments are mainly comprised of acquired inventory fair value costs and amortization of purchased intangible assets. The pro-forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on April 1, 2017 or of results that may occur in the future (in millions except per share data): Three Months Ended December 31, Nine Months Ended December 31, 2018 2017 2018 2017 Net sales $ 1,374.7 $ 1,462.9 $ 4,234.0 $ 4,380.5 Net income (loss) $ 102.4 $ (438.8 ) $ 420.5 $ (742.5 ) Basic net income (loss) per common share $ 0.43 $ (1.87 ) $ 1.78 $ (3.20 ) Diluted net income (loss) per common share $ 0.42 $ (1.87 ) $ 1.69 $ (3.20 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of net sales for each segment | The following table represents net sales and gross profit for each segment for the three and nine months ended December 31, 2018 (in millions): Three Months Ended Nine Months Ended December 31, 2018 December 31, 2018 Net Sales Gross Profit Net Sales Gross Profit Semiconductor products $ 1,331.3 $ 736.2 $ 3,911.4 $ 2,002.6 Technology licensing 43.4 43.4 108.3 108.3 Total $ 1,374.7 $ 779.6 $ 4,019.7 $ 2,110.9 The following table represents net sales and gross profit for each segment for the three and nine months ended December 31, 2017 (in millions): Three Months Ended Nine Months Ended December 31, 2017 December 31, 2017 Net Sales Gross Profit Net Sales Gross Profit Semiconductor products $ 966.7 $ 579.6 $ 2,900.2 $ 1,727.3 Technology licensing 27.5 27.5 78.3 78.3 Total $ 994.2 $ 607.1 $ 2,978.5 $ 1,805.6 |
Net Sales (Tables)
Net Sales (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following table represents the Company's net sales by product line (in millions): Three Months Ended Nine Months Ended December 31, 2018 Microcontrollers $ 716.9 $ 2,218.0 Analog, interface, mixed signal and timing products 396.6 1,147.7 Memory products 44.0 142.0 Field-programmable gate array products 97.7 206.4 Technology licensing 43.4 108.3 Multi-market and other 76.1 197.3 Total net sales $ 1,374.7 $ 4,019.7 The following table represents the Company's net sales by contract type (in millions). Three Months Ended Nine Months Ended December 31, 2018 Distributors $ 686.3 $ 2,044.4 Direct customers 645.0 1,867.0 Licensees 43.4 108.3 Total net sales $ 1,374.7 $ 4,019.7 |
Special (Income) Charges and _2
Special (Income) Charges and Other, Net (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Other Nonrecurring (Income) Expense [Abstract] | |
Schedule of restructuring and related costs | The following table summarizes activity included in the " special (income) charges and other, net " caption on the Company's condensed consolidated statements of operations (in millions): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 Restructuring Employee separation costs $ 3.3 $ 0.1 $ 60.5 $ 1.5 Gain on sale of assets — — — (4.4 ) Impairment charges 0.2 — 3.7 — Contract exit costs 0.1 (0.1 ) (2.9 ) 0.6 Other 0.1 0.1 0.7 — Legal settlement (5.0 ) — (5.0 ) — Non-restructuring contract exit costs and other — 0.1 — 19.6 Total $ (1.3 ) $ 0.2 $ 57.0 $ 17.3 The following is a roll forward of accrued restructuring and other exit charges from April 1, 2018 to December 31, 2018 (in millions): Restructuring Non-Restructuring Employee Separation Costs Exit Costs Exit Costs Total Balance at April 1, 2018 $ 0.8 $ 27.3 $ 19.1 $ 47.2 Additions due to Microsemi acquisition 11.4 6.6 — 18.0 Charges/income 44.1 (2.9 ) — 41.2 Payments (42.8 ) (9.7 ) (3.4 ) (55.9 ) Non-cash - Other — 0.4 0.6 1.0 Balance at December 31, 2018 $ 13.5 $ 21.7 $ 16.3 $ 51.5 Current $ 29.1 Non-current 22.4 Total $ 51.5 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Investments [Abstract] | |
Schedule of available-for-sale debt securities | The following is a summary of available-for-sale debt securities at March 31, 2018 (in millions): Available-for-sale Debt Securities Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale debt securities: Government agency bonds $ 723.2 $ — $ — $ 723.2 Municipal bonds - taxable 14.9 — — 14.9 Time deposits 11.5 — — 11.5 Corporate bonds and debt 542.9 — — 542.9 Total $ 1,292.5 $ — $ — $ 1,292.5 The following is a summary of available-for-sale debt securities at December 31, 2018 (in millions): Available-for-sale Debt Securities Adjusted Gross Gross Estimated Time deposits $ 2.3 — — $ 2.3 |
Schedule of investments classified by contractual maturity date | The amortized cost and estimated fair value of the available-for-sale debt securities at December 31, 2018 , by contractual maturity are shown below (in millions). 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 debt securities as available for current operations. Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale debt securities Due in one year or less $ 2.3 $ — $ — $ 2.3 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings [Abstract] | |
Schedule of fair value, assets and liabilities measured on recurring basis | Assets measured at fair value on a recurring basis at December 31, 2018 are as follows (in millions): 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 $ 6.7 $ — $ 6.7 Deposit accounts — 425.5 425.5 Short-term investments: Marketable equity securities 1.7 — 1.7 Time deposits — 2.3 2.3 Total assets measured at fair value $ 8.4 $ 427.8 $ 436.2 Assets measured at fair value on a recurring basis at March 31, 2018 are as follows (in millions): Quoted Prices Significant Total Assets Cash and cash equivalents: Money market mutual funds $ 121.0 $ — $ 121.0 Deposit accounts — 641.6 641.6 Commercial Paper — 118.7 118.7 Government agency bonds — 20.0 20.0 Short-term investments: Marketable equity securities 2.8 — 2.8 Corporate bonds and debt — 542.9 542.9 Time deposits — 11.5 11.5 Government agency bonds — 723.2 723.2 Municipal bonds - taxable — 14.9 14.9 Total assets measured at fair value $ 123.8 $ 2,072.8 $ 2,196.6 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying amounts and fair values of subordinated convertible debentures | The following table shows the carrying amounts and fair values of the Company's senior and junior subordinated convertible debt, senior secured notes, and term loan facility as of December 31, 2018 and March 31, 2018 (in millions). December 31, 2018 March 31, 2018 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value 2023 Senior Secured Notes $ 984.5 $ 966.6 $ — $ — 2021 Senior Secured Notes $ 985.9 $ 985.8 $ — $ — Term Loan Facility $ 2,684.3 $ 2,713.0 $ — $ — 2017 Senior Convertible Debt $ 1,479.3 $ 2,014.3 $ 1,437.6 $ 2,459.2 2015 Senior Convertible Debt $ 1,347.8 $ 2,397.1 $ 1,309.9 $ 3,079.1 2017 Junior Convertible Debt $ 333.6 $ 675.1 $ 326.7 $ 876.9 (1) The carrying amounts presented are net of debt discounts and debt issuance costs (see Note 13. Debt and Credit Facility for further information). |
Other Financial Statements De_2
Other Financial Statements Details (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Accounts Receivable, Net [Abstract] | |
Schedule of accounts receivable | Accounts receivable consists of the following (in millions): December 31, 2018 March 31, 2018 Trade accounts receivable $ 539.3 $ 557.8 Other 7.5 8.1 Total accounts receivable, gross 546.8 565.9 Less allowance for doubtful accounts 2.0 2.2 Total accounts receivable, net $ 544.8 $ 563.7 |
Schedule of components of inventories | The components of inventories consist of the following (in millions): December 31, 2018 March 31, 2018 Raw materials $ 81.4 $ 26.0 Work in process 392.8 311.8 Finished goods 228.3 138.4 Total inventories $ 702.5 $ 476.2 |
Schedule of property, plant and equipment | Property, plant and equipment consists of the following (in millions): December 31, 2018 March 31, 2018 Land $ 82.3 $ 73.4 Building and building improvements 634.3 508.5 Machinery and equipment 2,197.1 1,943.9 Projects in process 129.0 118.3 Total property, plant and equipment, gross 3,042.7 2,644.1 Less accumulated depreciation and amortization 2,003.0 1,876.2 Total property, plant and equipment, net $ 1,039.7 $ 767.9 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets consist of the following (in millions): December 31, 2018 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 7,064.4 $ (984.5 ) $ 6,079.9 Customer-related 1,043.8 (512.3 ) 531.5 Backlog 27.9 (19.5 ) 8.4 In-process research and development 7.7 — 7.7 Distribution rights 0.3 (0.2 ) 0.1 Other 7.4 (2.1 ) 5.3 Total $ 8,151.5 $ (1,518.6 ) $ 6,632.9 March 31, 2018 Gross Amount Accumulated Amortization Net Amount Core and developed technology $ 1,952.3 $ (644.4 ) $ 1,307.9 Customer-related 716.9 (375.9 ) 341.0 In-process research and development 12.1 — 12.1 Distribution rights 0.3 (0.1 ) 0.2 Other 1.5 (0.7 ) 0.8 Total $ 2,683.1 $ (1,021.1 ) $ 1,662.0 |
Schedule of projected amortization expense | The following is an expected amortization schedule for the intangible assets for the remainder of fiscal 2019 through fiscal 2023 , absent any future acquisitions or impairment charges (in millions): Fiscal Year Ending March 31, Projected Amortization Expense 2019 $196.8 2020 $992.0 2021 $926.7 2022 $851.8 2023 $660.5 |
Schedule of goodwill activity | Goodwill activity for the three and nine months ended December 31, 2018 was as follows (in millions): Semiconductor Products Reporting Unit Technology Licensing Reporting Unit Balance at March 31, 2018 $ 2,279.8 $ 19.2 Additions due to the acquisition of Microsemi 4,483.0 — Balance at December 31, 2018 $ 6,762.8 $ 19.2 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of unrecognized tax benefits | The following tables summarize the activity related to the Company’s gross unrecognized tax benefits for the nine months ended December 31, 2018 and the year ended March 31, 2018 (in millions): Nine Months Ended December 31, 2018 Balance at March 31, 2018 $ 436.0 Increases related to acquisitions 284.0 Decreases related to settlements with tax authorities (3.2 ) Decreases related to statute of limitation expirations (10.5 ) Increases related to current year tax positions 11.0 Decreases related to prior year tax positions (36.9 ) Balance at December 31, 2018 $ 680.4 Year Ended March 31, 2018 Balance at March 31, 2017 $ 398.5 Increases related to acquisitions — Decreases related to settlements with tax authorities (0.1 ) Decreases related to statute of limitation expirations (10.9 ) Increases related to current year tax positions 30.3 Increases related to prior year tax positions 18.2 Balance at March 31, 2018 $ 436.0 |
Debt and Credit Facility (Table
Debt and Credit Facility (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Convertible Debt [Abstract] | |
Schedule of debt obligations included in balance sheets | Debt obligations included in the condensed consolidated balance sheets consisted of the following (in millions): Coupon Interest Rate Effective Interest Rate Fair Value of Liability Component at Issuance (1) December 31, 2018 March 31, 2018 Senior Secured Indebtedness Revolving Credit Facility $ 2,742.5 $ — Term Loan Facility 2,713.0 — 2023 Notes, maturing June 1, 2023 ("2023 Notes") 4.333% 1,000.0 — 2021 Notes, maturing June 1, 2021 ("2021 Notes") 3.922% 1,000.0 — Total Senior Secured Indebtedness 7,455.5 — Senior Subordinated Convertible Debt - Principal Outstanding 2017 Senior Debt, maturing February 15, 2027 (2017 Senior Convertible Debt) 1.625% 6.0% $1,396.3 $ 2,070.0 $ 2,070.0 2015 Senior Debt, maturing February 15, 2025 (2015 Senior Convertible Debt) 1.625% 5.9% $1,160.1 1,725.0 1,725.0 Junior Subordinated Convertible Debt - Principal Outstanding 2017 Junior Debt, maturing February 15, 2037 (2017 Junior Convertible Debt) 2.250% 7.4% $321.1 686.3 686.3 Total Convertible Debt 4,481.3 4,481.3 Gross long-term debt including current maturities 11,936.8 4,481.3 Less: Debt discount (2) (1,298.0 ) (1,372.9 ) Less: Debt issuance costs (3) (96.5 ) (40.1 ) Net long-term debt including current maturities 10,542.3 3,068.3 Less: Current maturities (4) — (1,309.9 ) Net long-term debt $ 10,542.3 $ 1,758.4 (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. |
Schedule of unamortized discount and debt issuance costs | (2) The unamortized discount includes the following (in millions): December 31, March 31, 2018 2018 2023 Senior Secured Notes $ (4.7 ) $ — 2021 Senior Secured Notes (4.3 ) — 2017 Senior Convertible Debt (575.7 ) (616.3 ) 2015 Senior Convertible Debt (363.9 ) (400.3 ) 2017 Junior Convertible Debt (349.4 ) (356.3 ) Total unamortized discount $ (1,298.0 ) $ (1,372.9 ) (3) Debt issuance costs include the following (in millions): December 31, March 31, 2018 2018 Senior Credit Facility $ (15.6 ) $ (5.9 ) Term Loan Facility (28.7 ) — 2023 Senior Secured Notes (10.8 ) — 2021 Senior Secured Notes (9.8 ) — 2017 Senior Convertible Debt (15.0 ) (16.1 ) 2015 Senior Convertible Debt (13.3 ) (14.8 ) 2017 Junior Convertible Debt (3.3 ) (3.3 ) Total debt issuance costs $ (96.5 ) $ (40.1 ) (4) As of March 31, 2018, the 2015 Senior Debt was convertible and included within current maturities. As of December 31, 2018, the 2015 Senior Debt was not convertible and included within long-term debt. |
Schedule of long-term debt maturities | Expected maturities relating to the Company’s long-term debt as of December 31, 2018 are as follows (in millions): Fiscal year ending March 31, Expected Maturities 2019 $ — 2020 — 2021 — 2022 1,000.0 2023 — Thereafter 10,936.8 Total $ 11,936.8 |
Schedule of convertible debt | The following table sets forth the applicable Conversion Rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable Incremental Share Factors and Maximum Conversion Rates as adjusted for dividends paid since the applicable issuance date: Dividend adjusted rates as of December 31, 2018 Conversion Rate, adjusted Approximate Conversion Price, adjusted Incremental Share Factor, adjusted Maximum Conversion Rate, adjusted 2017 Senior Convertible Debt 10.2510 $ 97.55 5.1255 14.6078 2015 Senior Convertible Debt 15.9858 $ 62.56 7.9929 22.3801 2017 Junior Convertible Debt 10.4341 $ 95.84 5.2171 14.6078 The following is the weighted average conversion price per share used in calculating the dilutive effect (See Note 13 for details on the convertible debt): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 2007 Junior Convertible Debt (1) $ — $ 23.49 $ — $ 23.59 2015 Senior Convertible Debt $ 62.72 $ 63.80 $ 63.00 $ 64.07 2017 Senior Convertible Debt $ 97.81 $ 99.50 $ 98.25 $ 99.92 2017 Junior Convertible Debt $ 96.10 $ 97.75 $ 96.53 $ 98.16 (1) No longer outstanding as of December 31, 2017. |
Schedule of interest expense | Interest expense includes the following (in millions): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 Debt issuance amortization $ 3.6 $ 0.7 $ 9.4 $ 2.3 Debt discount amortization 0.7 — 1.5 — Interest expense 84.2 1.6 201.9 5.0 Total interest expense on Senior Secured Indebtedness 88.5 2.3 212.8 7.3 Debt issuance amortization 0.9 0.9 2.7 2.7 Debt discount amortization 28.3 26.7 83.7 79.0 Coupon interest expense 19.3 19.3 57.8 58.1 Total interest expense on Convertible Debt 48.5 46.9 144.2 139.8 Other interest expense 0.6 0.5 9.7 1.6 Total interest expense $ 137.6 $ 49.7 $ 366.7 $ 148.7 |
Pension Plans (Tables)
Pension Plans (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of net benefit costs | The aggregate net pension expense relating to these plans is as follows (in millions): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 Service costs $ 0.4 $ 0.4 $ 1.2 $ 1.2 Interest costs 0.3 0.3 0.8 0.7 Return on plan assets (0.1 ) — (0.1 ) — Amortization of actuarial loss 0.3 0.2 0.8 0.6 Net pension period cost $ 0.9 $ 0.9 $ 2.7 $ 2.5 |
Comprehensive Income (Loss) (Ta
Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | The following table presents the changes in the components of accumulated other comprehensive income (loss) (AOCI), net of tax, for the nine months ended December 31, 2018 (in millions): Unrealized Defined benefit pension plans Foreign Currency Total Accumulated other comprehensive income (loss) at March 31, 2018 $ 1.9 $ (10.1 ) $ (9.4 ) $ (17.6 ) Impact of change in accounting principle (1.7 ) — — (1.7 ) Opening Balance as of April 1, 2018 0.2 (10.1 ) (9.4 ) (19.3 ) Other comprehensive (loss) income before reclassifications (5.6 ) 4.5 (3.0 ) (4.1 ) Amounts reclassified from accumulated other comprehensive (loss) income 5.6 0.8 — 6.4 Net other comprehensive income (loss) — 5.3 (3.0 ) 2.3 Accumulated other comprehensive income (loss) at December 31, 2018 $ 0.2 $ (4.8 ) $ (12.4 ) $ (17.0 ) |
Schedule of reclassification out of accumulated other comprehensive income | The table below details where reclassifications of realized transactions out of AOCI are recorded on the condensed consolidated statements of operations (in millions): Three Months Ended Nine Months Ended December 31, December 31, Description of AOCI Component 2018 2017 2018 2017 Related Statement of Operations Line Unrealized losses on available-for-sale debt securities $ — $ — $ (5.6 ) $ — Other income (loss) Amortization of actuarial loss (0.3 ) (0.2 ) (0.8 ) (0.6 ) Other income (loss) Reclassification of realized transactions, net of taxes $ (0.3 ) $ (0.2 ) $ (6.4 ) $ (0.6 ) Net income |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
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 (in millions): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 Cost of sales (1) $ 3.4 $ 3.5 $ 10.9 $ 10.6 Research and development 19.4 10.9 53.2 31.8 Selling, general and administrative 16.6 9.6 46.1 27.6 Special (income) charges and other, net 0.2 — 17.3 — Pre-tax effect of share-based compensation 39.6 24.0 127.5 70.0 Income tax benefit (2) 8.2 6.6 27.3 21.9 Net income effect of share-based compensation $ 31.4 $ 17.4 $ 100.2 $ 48.1 (1) During the three and nine months ended December 31, 2018 , $4.7 million and $12.6 million , respectively, of share-based compensation expense was capitalized to inventory and $3.4 million and $10.9 million , respectively, of previously capitalized share-based compensation expense in inventory was sold. During the three and nine months ended December 31, 2017 , $3.1 million and $8.9 million , respectively, of share-based compensation expense was capitalized to inventory and $3.5 million and $10.6 million , respectively, of previously capitalized share-based compensation expense in inventory was sold. (2) Amounts exclude excess tax benefits related to share-based compensation of $4.1 million and $13.1 million , respectively, for the three and nine months ended December 31, 2018 and $5.7 million and $19.8 million , respectively, for the three and nine months ended December 31, 2017 . |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table sets forth the computation of basic and diluted net income (loss) per common share (in millions, except per share amounts): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 Net income (loss) $ 49.2 $ (251.1 ) $ 181.2 $ 108.7 Weighted average common shares outstanding 236.7 234.1 235.9 232.3 Dilutive effect of stock options and RSUs 3.3 — 3.8 4.4 Dilutive effect of 2007 Junior Convertible Debt — — — 1.7 Dilutive effect of 2015 Senior Convertible Debt 4.6 — 9.8 9.6 Dilutive effect of 2017 Senior Convertible Debt — — — — Dilutive effect of 2017 Junior Convertible Debt — — — — Weighted average common and potential common shares outstanding 244.6 234.1 249.5 248.0 Basic net income (loss) per common share $ 0.21 $ (1.07 ) $ 0.77 $ 0.47 Diluted net income (loss) per common share $ 0.20 $ (1.07 ) $ 0.73 $ 0.44 |
Schedule of convertible debt | The following table sets forth the applicable Conversion Rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable Incremental Share Factors and Maximum Conversion Rates as adjusted for dividends paid since the applicable issuance date: Dividend adjusted rates as of December 31, 2018 Conversion Rate, adjusted Approximate Conversion Price, adjusted Incremental Share Factor, adjusted Maximum Conversion Rate, adjusted 2017 Senior Convertible Debt 10.2510 $ 97.55 5.1255 14.6078 2015 Senior Convertible Debt 15.9858 $ 62.56 7.9929 22.3801 2017 Junior Convertible Debt 10.4341 $ 95.84 5.2171 14.6078 The following is the weighted average conversion price per share used in calculating the dilutive effect (See Note 13 for details on the convertible debt): Three Months Ended Nine Months Ended December 31, December 31, 2018 2017 2018 2017 2007 Junior Convertible Debt (1) $ — $ 23.49 $ — $ 23.59 2015 Senior Convertible Debt $ 62.72 $ 63.80 $ 63.00 $ 64.07 2017 Senior Convertible Debt $ 97.81 $ 99.50 $ 98.25 $ 99.92 2017 Junior Convertible Debt $ 96.10 $ 97.75 $ 96.53 $ 98.16 (1) No longer outstanding as of December 31, 2017. |
Recently Issued Accounting Pr_4
Recently Issued Accounting Pronouncements - Topic 606 (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 01, 2018 | Mar. 31, 2018 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Net sales | $ 1,374.7 | $ 994.2 | $ 4,019.7 | $ 2,978.5 | |||
Cost of Sales | [1] | 595.1 | 387.1 | 1,908.8 | 1,172.9 | ||
Gross Profit | 779.6 | 607.1 | 2,110.9 | 1,805.6 | |||
Income tax (benefit) provision | 5.8 | 447.8 | (127.9) | 440.4 | |||
Net income | 49.2 | $ (251.1) | 181.2 | $ 108.7 | |||
Accounts receivable, net | 544.8 | 544.8 | $ 518.1 | $ 563.7 | |||
Inventories | 702.5 | 702.5 | 471.1 | 476.2 | |||
Other current assets | 194.1 | 194.1 | 137 | 119.8 | |||
Other assets | 106.4 | 106.4 | 47.7 | 71.8 | |||
Long-term deferred tax assets | 1,717.1 | 1,717.1 | 1,656.5 | 100.2 | |||
Accrued liabilities | 407.7 | 407.7 | 248.1 | 229.6 | |||
Deferred income on shipments to distributors | 0 | 0 | 0 | 333.8 | |||
Long-term deferred tax liability | 830.5 | 830.5 | 221.5 | 205.8 | |||
Retained earnings | 3,122.4 | 3,122.4 | $ 3,199 | 1,397.3 | |||
Accounting Standards Update 2014-09 | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Accounts receivable, net | (45.6) | ||||||
Inventories | (5.1) | ||||||
Other current assets | 17.2 | ||||||
Other assets | 0 | ||||||
Long-term deferred tax assets | (23.1) | ||||||
Accrued liabilities | 18.5 | ||||||
Deferred income on shipments to distributors | (333.8) | ||||||
Long-term deferred tax liability | 16.8 | ||||||
Retained earnings | $ 241.9 | ||||||
Calculated under Revenue Guidance in Effect before Topic 606 | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Net sales | 1,391.4 | 4,039 | |||||
Cost of Sales | 606.6 | 1,925.9 | |||||
Gross Profit | 784.8 | 2,113.1 | |||||
Income tax (benefit) provision | 5.2 | (128.1) | |||||
Net income | 55 | 183.6 | |||||
Accounts receivable, net | 578.6 | 578.6 | |||||
Inventories | 715 | 715 | |||||
Other current assets | 157.3 | 157.3 | |||||
Other assets | 100.9 | 100.9 | |||||
Long-term deferred tax assets | 1,739.4 | 1,739.4 | |||||
Accrued liabilities | 387.4 | 387.4 | |||||
Deferred income on shipments to distributors | 320.1 | 320.1 | |||||
Long-term deferred tax liability | 813.7 | 813.7 | |||||
Retained earnings | 2,865.7 | 2,865.7 | |||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Net sales | (16.7) | (19.3) | |||||
Cost of Sales | (11.5) | (17.1) | |||||
Gross Profit | (5.2) | (2.2) | |||||
Income tax (benefit) provision | 0.6 | 0.2 | |||||
Net income | (5.8) | (2.4) | |||||
Accounts receivable, net | (33.8) | (33.8) | |||||
Inventories | (12.5) | (12.5) | |||||
Other current assets | 36.8 | 36.8 | |||||
Other assets | 5.5 | 5.5 | |||||
Long-term deferred tax assets | (22.3) | (22.3) | |||||
Accrued liabilities | 20.3 | 20.3 | |||||
Deferred income on shipments to distributors | (320.1) | (320.1) | |||||
Long-term deferred tax liability | 16.8 | 16.8 | |||||
Retained earnings | $ 256.7 | $ 256.7 | |||||
[1] | Includes share-based compensation expense as follows: Cost of sales$3.4 $3.5 $10.9 $10.6Research and development$19.4 $10.9 $53.2 $31.8Selling, general and administrative$16.6 $9.6 $46.1 $27.6Special (income) charges and other, net$0.2 $— $17.3 $— |
Recently Issued Accounting Pr_5
Recently Issued Accounting Pronouncements - Balance Sheet Adjustments (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jun. 30, 2018 | Apr. 01, 2018 | Mar. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Accounts receivable, net | $ 544.8 | $ 518.1 | $ 563.7 | |
Inventories | 702.5 | 471.1 | 476.2 | |
Other current assets | 194.1 | 137 | 119.8 | |
Long-term deferred tax assets | 1,717.1 | 1,656.5 | 100.2 | |
Other assets | 106.4 | 47.7 | 71.8 | |
Accrued liabilities | 407.7 | 248.1 | 229.6 | |
Deferred income on shipments to distributors | 0 | 0 | 333.8 | |
Long-term deferred tax liability | 830.5 | 221.5 | 205.8 | |
Other long-term liabilities | 257.4 | 239.2 | 240.9 | |
Accumulated other comprehensive loss | (17) | (19.3) | (17.6) | |
Retained earnings | $ 3,122.4 | $ 3,199 | 1,397.3 | |
Accounting Standards Update 2014-09 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Accounts receivable, net | (45.6) | |||
Inventories | (5.1) | |||
Other current assets | 17.2 | |||
Long-term deferred tax assets | (23.1) | |||
Other assets | 0 | |||
Accrued liabilities | 18.5 | |||
Deferred income on shipments to distributors | (333.8) | |||
Long-term deferred tax liability | 16.8 | |||
Other long-term liabilities | 0 | |||
Accumulated other comprehensive loss | 0 | |||
Retained earnings | 241.9 | |||
Accounting Standards Update 2016-01 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Accounts receivable, net | 0 | |||
Inventories | 0 | |||
Other current assets | 0 | |||
Long-term deferred tax assets | 0 | |||
Other assets | 0 | |||
Accrued liabilities | 0 | |||
Deferred income on shipments to distributors | 0 | |||
Long-term deferred tax liability | 0 | |||
Other long-term liabilities | 0 | |||
Accumulated other comprehensive loss | (1.7) | |||
Retained earnings | 1.7 | |||
Accounting Standards Update 2016-16 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Accounts receivable, net | 0 | |||
Inventories | 0 | |||
Other current assets | 0 | |||
Long-term deferred tax assets | $ 1,580 | 1,579.4 | ||
Other assets | (24.1) | (24.1) | ||
Accrued liabilities | 0 | |||
Deferred income on shipments to distributors | 0 | |||
Long-term deferred tax liability | (1.1) | (1.1) | ||
Other long-term liabilities | $ (1.7) | (1.7) | ||
Accumulated other comprehensive loss | 0 | |||
Retained earnings | $ 1,558.1 |
Recently Issued Accounting Pr_6
Recently Issued Accounting Pronouncements - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jun. 30, 2018 | Apr. 01, 2018 | Mar. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Long-term deferred tax assets | $ 1,717.1 | $ 1,656.5 | $ 100.2 | |
Long-term deferred tax liability | (830.5) | (221.5) | (205.8) | |
Other assets | (106.4) | (47.7) | (71.8) | |
Other long-term liabilities | $ (257.4) | $ (239.2) | (240.9) | |
Accounting Standards Update 2016-16 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Long-term deferred tax assets | $ 1,580 | 1,579.4 | ||
Long-term deferred tax liability | 1.1 | 1.1 | ||
Other assets | 24.1 | 24.1 | ||
Other long-term liabilities | $ 1.7 | $ 1.7 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) - USD ($) $ in Millions | May 29, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||||
Acquisition of Microsemi, net of cash acquired | $ 7,850.6 | $ 0 | ||||
Microsemi Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for shares | $ 8,190 | |||||
Non cash consideration of certain share-based payment awards | 53.9 | |||||
Total consideration transferred | 8,240 | |||||
Liabilities assumed | $ 3,183.3 | 3,183.3 | $ 3,223.7 | $ 3,180 | ||
Payments to acquire businesses portion funded by additional line of credit borrowings | 8,100 | |||||
Transaction and other fees incurred in transaction | $ 22 | |||||
Useful life (in years) | 9 years | |||||
Deferred tax liabilities | $ 851.4 | |||||
Net sales | 477.6 | 1,097.8 | ||||
Net income (loss) | $ (223.2) | $ (473.6) | ||||
Revolving credit facility | Microsemi Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses portion funded by additional line of credit borrowings | 3,100 | |||||
Term Loan Facility | Microsemi Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses portion funded by additional line of credit borrowings | 3,000 | |||||
Senior Secured Notes | Microsemi Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses portion funded by additional line of credit borrowings | 2,000 | |||||
Other Liabilities | Microsemi Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition of Microsemi, net of cash acquired | $ 2,060 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Assets acquired | ||||
Goodwill | $ 6,782 | $ 2,299 | ||
Microsemi Corporation | ||||
Assets acquired | ||||
Cash and cash equivalents | 340 | $ 340 | ||
Accounts receivable | 216.1 | 216.1 | ||
Inventories | 571.5 | 625 | ||
Inventories, adjustments | (53.5) | |||
Other current assets | 85.2 | 66.6 | ||
Other current assets, adjustments | 18.6 | |||
Property, plant and equipment | 201.9 | 201.9 | ||
Property, plant and equipment, adjustments | 0 | |||
Goodwill | 4,483 | 4,488.5 | ||
Goodwill, adjustment | (5.5) | |||
Purchased intangible assets | 5,466.9 | 5,466.9 | ||
Purchased intangible assets, adjustments | 0 | |||
Long-term deferred tax assets | 6 | 6 | ||
Long-term deferred tax assets, adjustments | 0 | |||
Other assets | 57.2 | 57.2 | ||
Other assets, adjustments | 0 | |||
Total assets acquired | 11,427.8 | 11,468.2 | ||
Total assets acquired, adjustments | (40.4) | |||
Liabilities assumed | ||||
Accounts payable | (233.8) | (226.9) | ||
Accounts payable, adjustments | (6.9) | |||
Other current liabilities | (169.4) | (174.8) | ||
Other current liabilities, adjustments | 5.4 | |||
Long-term debt | (2,056.9) | (2,056.9) | ||
Deferred tax liabilities | (604.7) | (617.2) | ||
Deferred tax liabilities, adjustments | 12.5 | |||
Long-term income tax payable | (87.2) | (101.6) | ||
Long-term income tax payable, adjustments | 14.4 | |||
Other long-term liabilities | (31.3) | (46.3) | ||
Other long-term liabilities, adjustments | 15 | |||
Total liabilities assumed | (3,183.3) | (3,223.7) | $ (3,180) | |
Total liabilities assumed, adjustments | 40.4 | |||
Purchase price allocated | 8,244.5 | $ 8,244.5 | ||
Purchase price allocated, adjustments | $ 0 |
Business Acquisitions - Sched_2
Business Acquisitions - Schedule of Purchased Intangible Assets (Details) - Microsemi Corporation - USD ($) $ in Millions | May 29, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||
Useful life (in years) | 9 years | |
Purchased intangible assets | $ 5,466.9 | |
Core and developed technology | ||
Business Acquisition [Line Items] | ||
Useful life (in years) | 15 years | 15 years |
Purchased intangible assets | $ 4,312.1 | $ 4,310 |
Customer-related | ||
Business Acquisition [Line Items] | ||
Useful life (in years) | 12 years | |
Purchased intangible assets | $ 326.9 | |
Backlog | ||
Business Acquisition [Line Items] | ||
Useful life (in years) | 1 year | 1 year |
Purchased intangible assets | $ 27.9 | $ 27.9 |
Other | ||
Business Acquisition [Line Items] | ||
Useful life (in years) | 4 years | 4 years |
Purchased intangible assets | $ 5.8 | $ 5.8 |
In-process research and development | ||
Business Acquisition [Line Items] | ||
In-process research and development | $ 794.2 |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma (Details) - Microsemi Corporation - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 1,374.7 | $ 1,462.9 | $ 4,234 | $ 4,380.5 |
Net income (loss) | $ 102.4 | $ (438.8) | $ 420.5 | $ (742.5) |
Basic net income (loss) per common share (in usd per share) | $ 0.43 | $ (1.87) | $ 1.78 | $ (3.20) |
Diluted net income (loss) per common share (in usd per share) | $ 0.42 | $ (1.87) | $ 1.69 | $ (3.20) |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment reporting information [Line Items] | ||||
Net Sales | $ 1,374.7 | $ 994.2 | $ 4,019.7 | $ 2,978.5 |
Gross Profit | 779.6 | 607.1 | 2,110.9 | 1,805.6 |
Semiconductor products | ||||
Segment reporting information [Line Items] | ||||
Net Sales | 1,331.3 | 966.7 | 3,911.4 | 2,900.2 |
Gross Profit | 736.2 | 579.6 | 2,002.6 | 1,727.3 |
Technology licensing | ||||
Segment reporting information [Line Items] | ||||
Net Sales | 43.4 | 27.5 | 108.3 | 78.3 |
Gross Profit | $ 43.4 | $ 27.5 | $ 108.3 | $ 78.3 |
Net Sales (Details)
Net Sales (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 1,374.7 | $ 994.2 | $ 4,019.7 | $ 2,978.5 |
Distributors | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 686.3 | 2,044.4 | ||
Direct customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 645 | 1,867 | ||
Licensees | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 43.4 | 108.3 | ||
Microcontrollers | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 716.9 | 2,218 | ||
Analog, interface, mixed signal and timing products | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 396.6 | 1,147.7 | ||
Memory products | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 44 | 142 | ||
Field-programmable gate array products | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 97.7 | 206.4 | ||
Technology licensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 43.4 | 108.3 | ||
Multi-market and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 76.1 | $ 197.3 |
Special (Income) Charges and _3
Special (Income) Charges and Other, Net - Income Statement Disclosure (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Other Nonrecurring (Income) Expense [Abstract] | |||||
Employee separation costs | $ 3.3 | $ 0.1 | $ 60.5 | $ 1.5 | |
Gain on sale of assets | 0 | 0 | 0 | (4.4) | |
Impairment charges | 0.2 | 0 | 3.7 | 0 | |
Contract exit costs | 0.1 | (0.1) | (2.9) | 0.6 | |
Other | 0.1 | 0.1 | 0.7 | 0 | |
Legal settlement | (5) | 0 | (5) | 0 | |
Non-restructuring contract exit costs and other | 0 | 0.1 | 0 | 19.6 | |
Total | [1] | $ (1.3) | $ 0.2 | $ 57 | $ 17.3 |
[1] | Includes share-based compensation expense as follows: Cost of sales$3.4 $3.5 $10.9 $10.6Research and development$19.4 $10.9 $53.2 $31.8Selling, general and administrative$16.6 $9.6 $46.1 $27.6Special (income) charges and other, net$0.2 $— $17.3 $— |
Special (Income) Charges and _4
Special (Income) Charges and Other, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Employee separation costs | $ 3.3 | $ 0.1 | $ 60.5 | $ 1.5 | |||
Contract exit costs | 0.1 | (0.1) | (2.9) | 0.6 | |||
Non-restructuring contract exit costs and other | $ 0 | 0.1 | 0 | 19.6 | |||
Supply commitment, period | 10 years | ||||||
Gain on sale of assets | $ 0 | $ 0 | 0 | $ 4.4 | |||
Restructuring reserve | $ 51.5 | 51.5 | $ 47.2 | ||||
Contract termination | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Non-restructuring contract exit costs and other | $ 19.5 | ||||||
Contract termination fee, period | 5 years | ||||||
Employee Separation Costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring reserve | $ 13.5 | 13.5 | $ 0.8 | ||||
Semiconductor products | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Employee separation costs | 3.3 | ||||||
Contract exit costs | 0.1 | ||||||
Semiconductor products | Contract termination | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs incurred to date | 42.6 | 42.6 | |||||
Semiconductor products | Employee Separation Costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs incurred to date | $ 110.4 | $ 110.4 | |||||
Micrel Incorporated | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Proceeds from sale of property, plant, and equipment | $ 10 | ||||||
San Jose Facility | Micrel Incorporated | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Gain on sale of assets | $ 4.4 |
Special (Income) Charges and _5
Special (Income) Charges and Other, Net - Restructuring (Details) $ in Millions | 9 Months Ended |
Dec. 31, 2018USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | $ 47.2 |
Charges/income | 41.2 |
Payments | (55.9) |
Non-cash - Other | 1 |
Restructuring reserve, ending balance | 51.5 |
Current | 29.1 |
Non-current | 22.4 |
Employee Separation Costs | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 0.8 |
Charges/income | 44.1 |
Payments | (42.8) |
Non-cash - Other | 0 |
Restructuring reserve, ending balance | 13.5 |
Exit Costs | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 27.3 |
Charges/income | (2.9) |
Payments | (9.7) |
Non-cash - Other | 0.4 |
Restructuring reserve, ending balance | 21.7 |
Non-Restructuring, Exit Costs | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 19.1 |
Charges/income | 0 |
Payments | (3.4) |
Non-cash - Other | 0.6 |
Restructuring reserve, ending balance | 16.3 |
Microsemi Corporation | |
Restructuring Reserve [Roll Forward] | |
Additions due to Microsemi acquisition | 18 |
Microsemi Corporation | Employee Separation Costs | |
Restructuring Reserve [Roll Forward] | |
Additions due to Microsemi acquisition | 11.4 |
Microsemi Corporation | Exit Costs | |
Restructuring Reserve [Roll Forward] | |
Additions due to Microsemi acquisition | 6.6 |
Microsemi Corporation | Non-Restructuring, Exit Costs | |
Restructuring Reserve [Roll Forward] | |
Additions due to Microsemi acquisition | $ 0 |
Investments - AFS (Details)
Investments - AFS (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Mar. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | $ 1,292.5 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 1,292.5 | |
Government agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | 723.2 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 723.2 | |
Municipal bonds - taxable | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | 14.9 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 14.9 | |
Time deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | $ 2.3 | 11.5 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 2.3 | 11.5 |
Corporate bonds and debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | 542.9 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | $ 542.9 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
Investments [Abstract] | |||
Short-term investments | $ 4,000,000 | $ 1,295,300,000 | |
Adjusted Cost | 1,292,500,000 | ||
Marketable equity securities | 1,700,000 | 2,800,000 | |
Sales of available-for-sale investments | 1,376,600,000 | $ 0 | |
Available-for-sale securities, recognized losses | 5,600,000 | ||
Loss on marketable equity securities | $ 1,200,000 | ||
Other than temporary impairment losses, available-for-sale securities | $ 15,500,000 |
Investments - AFS Maturities (D
Investments - AFS Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Mar. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | $ 1,292.5 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | $ 1,292.5 | |
Due in one year or less | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost | $ 2.3 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | $ 2.3 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Mar. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | $ 1,292.5 | |
Total assets measured at fair value | $ 436.2 | 2,196.6 |
Money market mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents: | 6.7 | 121 |
Deposit accounts | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents: | 425.5 | 641.6 |
Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents: | 118.7 | |
Government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 723.2 | |
Government agency bonds | 20 | |
Marketable equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 1.7 | 2.8 |
Corporate bonds and debt | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 542.9 | |
Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 2.3 | 11.5 |
Municipal bonds - taxable | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 14.9 | |
Quoted Prices in Active Markets for Identical Instruments (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 8.4 | 123.8 |
Quoted Prices in Active Markets for Identical Instruments (Level 1) | Money market mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents: | 6.7 | 121 |
Quoted Prices in Active Markets for Identical Instruments (Level 1) | Deposit accounts | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents: | 0 | 0 |
Quoted Prices in Active Markets for Identical Instruments (Level 1) | Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents: | 0 | |
Quoted Prices in Active Markets for Identical Instruments (Level 1) | Government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 0 | |
Government agency bonds | 0 | |
Quoted Prices in Active Markets for Identical Instruments (Level 1) | Marketable equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 1.7 | 2.8 |
Quoted Prices in Active Markets for Identical Instruments (Level 1) | Corporate bonds and debt | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 0 | |
Quoted Prices in Active Markets for Identical Instruments (Level 1) | Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 0 | 0 |
Quoted Prices in Active Markets for Identical Instruments (Level 1) | Municipal bonds - taxable | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total assets measured at fair value | 427.8 | 2,072.8 |
Significant Other Observable Inputs (Level 2) | Money market mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents: | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Deposit accounts | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents: | 425.5 | 641.6 |
Significant Other Observable Inputs (Level 2) | Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash and cash equivalents: | 118.7 | |
Significant Other Observable Inputs (Level 2) | Government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 723.2 | |
Government agency bonds | 20 | |
Significant Other Observable Inputs (Level 2) | Marketable equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Corporate bonds and debt | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | 542.9 | |
Significant Other Observable Inputs (Level 2) | Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | $ 2.3 | 11.5 |
Significant Other Observable Inputs (Level 2) | Municipal bonds - taxable | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Estimated Fair Value | $ 14.9 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Mar. 31, 2018 |
Carrying amount | 2023 Senior Secured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | $ 984.5 | $ 0 |
Carrying amount | 2021 Senior Secured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 985.9 | 0 |
Carrying amount | Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 2,684.3 | 0 |
Carrying amount | 2017 Senior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 1,479.3 | 1,437.6 |
Carrying amount | 2015 Senior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 1,347.8 | 1,309.9 |
Carrying amount | 2017 Junior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 333.6 | 326.7 |
Fair Value | 2023 Senior Secured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 966.6 | 0 |
Fair Value | 2021 Senior Secured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 985.8 | 0 |
Fair Value | Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 2,713 | 0 |
Fair Value | 2017 Senior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 2,014.3 | 2,459.2 |
Fair Value | 2015 Senior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | 2,397.1 | 3,079.1 |
Fair Value | 2017 Junior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure for subordinated convertible debentures | $ 675.1 | $ 876.9 |
Other Financial Statements De_3
Other Financial Statements Details - Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Apr. 01, 2018 | Mar. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Receivable amounts | $ 546.8 | $ 565.9 | |
Less allowance for doubtful accounts | 2 | 2.2 | |
Accounts receivable, net | 544.8 | $ 518.1 | 563.7 |
Trade accounts receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Receivable amounts | 539.3 | 557.8 | |
Other | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Receivable amounts | $ 7.5 | $ 8.1 |
Other Financial Statements De_4
Other Financial Statements Details - Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Apr. 01, 2018 | Mar. 31, 2018 |
Accounts Receivable, Net [Abstract] | |||
Raw materials | $ 81.4 | $ 26 | |
Work in process | 392.8 | 311.8 | |
Finished goods | 228.3 | 138.4 | |
Total inventories | $ 702.5 | $ 471.1 | $ 476.2 |
Other Financial Statements De_5
Other Financial Statements Details - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment, gross | $ 3,042.7 | $ 3,042.7 | $ 2,644.1 | ||
Less accumulated depreciation and amortization | 2,003 | 2,003 | 1,876.2 | ||
Total property, plant and equipment, net | 1,039.7 | 1,039.7 | 767.9 | ||
Depreciation | 47 | $ 32 | 132.2 | $ 90.9 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment, gross | 82.3 | 82.3 | 73.4 | ||
Building and building improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment, gross | 634.3 | 634.3 | 508.5 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment, gross | 2,197.1 | 2,197.1 | 1,943.9 | ||
Projects in process | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment, gross | $ 129 | $ 129 | $ 118.3 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets (Details) - USD ($) $ in Millions | May 29, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 |
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Gross Amount | $ 8,151.5 | $ 8,151.5 | $ 2,683.1 | |||
Accumulated Amortization | (1,518.6) | (1,518.6) | (1,021.1) | |||
Net Amount | 6,632.9 | 6,632.9 | 1,662 | |||
In-process technology reaching technological feasibility and reclassified | 798.6 | |||||
Amortization of intangible assets | 196.9 | $ 122.6 | 505.5 | $ 368.1 | ||
Impairment of intangible assets | 3.1 | 0.3 | ||||
Projected Amortization Expense | ||||||
2,019 | 196.8 | 196.8 | ||||
2,020 | 992 | 992 | ||||
2,021 | 926.7 | 926.7 | ||||
2,022 | 851.8 | 851.8 | ||||
2,023 | 660.5 | 660.5 | ||||
Core and developed technology | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Gross Amount | 7,064.4 | 7,064.4 | 1,952.3 | |||
Accumulated Amortization | (984.5) | (984.5) | (644.4) | |||
Net Amount | 6,079.9 | 6,079.9 | 1,307.9 | |||
Customer-related | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Gross Amount | 1,043.8 | 1,043.8 | 716.9 | |||
Accumulated Amortization | (512.3) | (512.3) | (375.9) | |||
Net Amount | 531.5 | 531.5 | 341 | |||
Backlog | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Gross Amount | 27.9 | 27.9 | ||||
Accumulated Amortization | (19.5) | (19.5) | ||||
Net Amount | 8.4 | 8.4 | ||||
In-process research and development | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Gross Amount | 7.7 | 7.7 | 12.1 | |||
Accumulated Amortization | 0 | 0 | 0 | |||
Net Amount | 7.7 | 7.7 | 12.1 | |||
Distribution rights | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Gross Amount | 0.3 | 0.3 | 0.3 | |||
Accumulated Amortization | (0.2) | (0.2) | (0.1) | |||
Net Amount | 0.1 | 0.1 | 0.2 | |||
Other | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Gross Amount | 7.4 | 7.4 | 1.5 | |||
Accumulated Amortization | (2.1) | (2.1) | (0.7) | |||
Net Amount | 5.3 | $ 5.3 | $ 0.8 | |||
Minimum | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Useful life (in years) | 1 year | |||||
Maximum | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Useful life (in years) | 15 years | |||||
Microsemi Corporation | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Useful life (in years) | 9 years | |||||
Purchased intangible assets | $ 5,466.9 | |||||
Microsemi Corporation | Core and developed technology | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Useful life (in years) | 15 years | 15 years | ||||
Purchased intangible assets | $ 4,312.1 | $ 4,310 | ||||
Microsemi Corporation | Customer-related | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Useful life (in years) | 12 years | |||||
Purchased intangible assets | $ 326.9 | |||||
Microsemi Corporation | Backlog | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Useful life (in years) | 1 year | 1 year | ||||
Purchased intangible assets | $ 27.9 | $ 27.9 | ||||
Microsemi Corporation | In-process research and development | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Purchased intangible assets | 794.2 | |||||
Microsemi Corporation | Other | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Useful life (in years) | 4 years | 4 years | ||||
Purchased intangible assets | $ 5.8 | $ 5.8 | ||||
Cost of sales | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Amortization of intangible assets | 1.8 | 1.5 | 4.9 | 4.9 | ||
Operating expense | ||||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Amortization of intangible assets | $ 195.1 | $ 121.1 | $ 500.6 | $ 363.2 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Goodwill (Details) $ in Millions | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018USD ($) | Mar. 31, 2018USD ($)unit | |
Goodwill [Roll Forward] | ||
Goodwill | $ 2,299 | |
Goodwill | 6,782 | $ 2,299 |
Number of reporting units (in units) | unit | 2 | |
Semiconductor products | ||
Goodwill [Roll Forward] | ||
Goodwill | 2,279.8 | |
Additions due to the acquisition of Microsemi | 4,483 | |
Goodwill | 6,762.8 | $ 2,279.8 |
Technology licensing | ||
Goodwill [Roll Forward] | ||
Goodwill | 19.2 | |
Additions due to the acquisition of Microsemi | 0 | |
Goodwill | $ 19.2 | $ 19.2 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Interest on income taxes accrued | $ 31.4 | $ 12.9 |
Interest on income taxes accrued, acquisitions | 23.2 | |
Income tax penalties accrued | 51.4 | 67.9 |
Tax Cuts and Jobs Act of 2017, provisional income tax benefit, remeasured deferred tax asset and liabilities | 136.7 | |
Penalties on income taxes accrued, acquisitions | 15.8 | |
Tax Cuts and Jobs Act of 2017, transition tax for accumulated foreign earnings | 657.8 | (644.7) |
Tax Cuts and Jobs Act of 2017, transition tax for accumulated foreign earnings increase (decrease) | $ 13.1 | |
Tax Cuts and Jobs Act of 2017, provisional income tax benefit, release of valuation allowance for foreign tax credits | $ 36.4 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Mar. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning balance | $ 436 | $ 398.5 |
Increases related to acquisitions | 284 | 0 |
Decreases related to settlements with tax authorities | (3.2) | (0.1) |
Decreases related to statute of limitation expirations | (10.5) | (10.9) |
Increases related to current year tax positions | 11 | 30.3 |
Decreases related to prior year tax positions | (36.9) | |
Increases related to prior year tax positions | 18.2 | |
Unrecognized tax benefits, ending balance | $ 680.4 | $ 436 |
Debt and Credit Facility - Debt
Debt and Credit Facility - Debt Obligations (Details) - USD ($) $ in Millions | Dec. 31, 2018 | May 31, 2018 | Mar. 31, 2018 | Feb. 28, 2017 | Feb. 28, 2015 |
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 11,936.8 | $ 4,481.3 | |||
Total Convertible Debt | 4,481.3 | 4,481.3 | |||
Less: Debt discount | (1,298) | $ (10.5) | (1,372.9) | ||
Less: Debt issuance costs | (96.5) | $ (24.4) | (40.1) | $ (33.7) | |
Net long-term debt including current maturities | 10,542.3 | 3,068.3 | |||
Current portion of long-term debt | 0 | (1,309.9) | |||
Net long-term debt | 10,542.3 | 1,758.4 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving Credit Facility | 2,742.5 | 0 | |||
Less: Debt issuance costs | (15.6) | (5.9) | |||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | 2,713 | 0 | |||
Less: Debt issuance costs | $ (28.7) | 0 | |||
2023 Senior Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Coupon Interest Rate | 4.333% | 4.333% | |||
Effective Interest Rate | 4.333% | ||||
Long-term debt, gross | $ 1,000 | 0 | |||
Less: Debt discount | (4.7) | 0 | |||
Less: Debt issuance costs | $ (10.8) | 0 | |||
2021 Senior Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Coupon Interest Rate | 3.922% | 3.922% | |||
Effective Interest Rate | 3.922% | ||||
Long-term debt, gross | $ 1,000 | 0 | |||
Less: Debt discount | (4.3) | 0 | |||
Less: Debt issuance costs | (9.8) | 0 | |||
Total Senior Secured Indebtedness | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 7,455.5 | 0 | |||
2017 Senior Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Coupon Interest Rate | 1.625% | ||||
Effective Interest Rate | 6.00% | ||||
Fair value of liability component at issuance | $ 1,396.3 | ||||
Long-term debt, gross | 2,070 | 2,070 | |||
Less: Debt discount | (575.7) | (616.3) | |||
Less: Debt issuance costs | $ (15) | (16.1) | |||
2015 Senior Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Coupon Interest Rate | 1.625% | ||||
Effective Interest Rate | 5.90% | ||||
Fair value of liability component at issuance | $ 1,160.1 | ||||
Long-term debt, gross | 1,725 | 1,725 | |||
Less: Debt discount | (363.9) | (400.3) | |||
Less: Debt issuance costs | $ (13.3) | (14.8) | |||
2017 Junior Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Coupon Interest Rate | 2.25% | ||||
Effective Interest Rate | 7.40% | ||||
Fair value of liability component at issuance | $ 321.1 | ||||
Long-term debt, gross | 686.3 | 686.3 | |||
Less: Debt discount | (349.4) | (356.3) | |||
Less: Debt issuance costs | $ (3.3) | $ (3.3) | $ (30.3) |
Debt and Credit Facility - Comp
Debt and Credit Facility - Components (Details) - USD ($) $ in Millions | Dec. 31, 2018 | May 31, 2018 | Mar. 31, 2018 | Feb. 28, 2017 | Feb. 28, 2015 |
Debt Instrument [Line Items] | |||||
Amount of unamortized debt discount of debentures | $ (1,298) | $ (10.5) | $ (1,372.9) | ||
Debt issuance costs | (96.5) | $ (24.4) | (40.1) | $ (33.7) | |
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | (15.6) | (5.9) | |||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | (28.7) | 0 | |||
2023 Senior Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Amount of unamortized debt discount of debentures | (4.7) | 0 | |||
Debt issuance costs | (10.8) | 0 | |||
2021 Senior Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Amount of unamortized debt discount of debentures | (4.3) | 0 | |||
Debt issuance costs | (9.8) | 0 | |||
2017 Senior Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Amount of unamortized debt discount of debentures | (575.7) | (616.3) | |||
Debt issuance costs | (15) | (16.1) | |||
2015 Senior Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Amount of unamortized debt discount of debentures | (363.9) | (400.3) | |||
Debt issuance costs | (13.3) | (14.8) | |||
2017 Junior Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Amount of unamortized debt discount of debentures | (349.4) | (356.3) | |||
Debt issuance costs | $ (3.3) | $ (3.3) | $ (30.3) |
Debt and Credit Facility - Matu
Debt and Credit Facility - Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Mar. 31, 2018 |
Convertible Debt [Abstract] | ||
2,019 | $ 0 | |
2,020 | 0 | |
2,021 | 0 | |
2,022 | 1,000 | |
2,023 | 0 | |
Thereafter | 10,936.8 | |
Net long-term debt including current maturities | $ 11,936.8 | $ 4,481.3 |
Debt and Credit Facility - Conv
Debt and Credit Facility - Conversion Features (Details) $ in Millions | 9 Months Ended |
Dec. 31, 2018USD ($)day | |
2015 Senior Convertible Debt | |
Debt Instrument [Line Items] | |
Debt instrument, convertible, if-converted value in excess of principal | $ | $ 387.3 |
Convertible Debt | |
Debt Instrument [Line Items] | |
Debt Instrument, redemption price, percentage | 100.00% |
Convertible Debt | Debt instrument, redemption, period one | |
Debt Instrument [Line Items] | |
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% |
Debt instrument, convertible, threshold trading days (in days) | 20 |
Debt instrument, convertible, threshold consecutive trading days (in days) | 30 |
Convertible Debt | Debt instrument, redemption, period two | |
Debt Instrument [Line Items] | |
Debt instrument, convertible, threshold percentage of stock price trigger | 98.00% |
Debt instrument, convertible, threshold trading days (in days) | 5 |
Debt instrument, convertible, threshold consecutive trading days (in days) | 10 |
Debt and Credit Facility - Co_2
Debt and Credit Facility - Convertible Debt (Details) | 9 Months Ended |
Dec. 31, 2018$ / shares | |
2017 Senior Convertible Debt | |
Debt Instrument, Redemption [Line Items] | |
Conversion Rate, adjusted | 10.2510 |
Approximate conversion price, adjusted (in usd per share) | $ 97.55 |
Incremental Share Factor, adjusted | 5.1255 |
Maximum Conversion Rate, adjusted | 14.6078 |
2015 Senior Convertible Debt | |
Debt Instrument, Redemption [Line Items] | |
Conversion Rate, adjusted | 15.9858 |
Approximate conversion price, adjusted (in usd per share) | $ 62.56 |
Incremental Share Factor, adjusted | 7.9929 |
Maximum Conversion Rate, adjusted | 22.3801 |
2017 Junior Convertible Debt | |
Debt Instrument, Redemption [Line Items] | |
Conversion Rate, adjusted | 10.4341 |
Approximate conversion price, adjusted (in usd per share) | $ 95.84 |
Incremental Share Factor, adjusted | 5.2171 |
Maximum Conversion Rate, adjusted | 14.6078 |
Debt and Credit Facility - Amor
Debt and Credit Facility - Amortization and Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 12.1 | $ 5 | ||
Amortization of debt discount | 85.2 | 79 | ||
Other interest expense | $ 0.6 | $ 0.5 | 9.7 | 1.6 |
Interest Expense | 137.6 | 49.7 | 366.7 | 148.7 |
Other Long-Term Debt | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | 3.6 | 0.7 | 9.4 | 2.3 |
Amortization of debt discount | 0.7 | 0 | 1.5 | 0 |
Interest expense | 84.2 | 1.6 | 201.9 | 5 |
Total interest expense on debt instruments | 88.5 | 2.3 | 212.8 | 7.3 |
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | 0.9 | 0.9 | 2.7 | 2.7 |
Amortization of debt discount | 28.3 | 26.7 | 83.7 | 79 |
Interest expense | 19.3 | 19.3 | 57.8 | 58.1 |
Total interest expense on debt instruments | $ 48.5 | $ 46.9 | $ 144.2 | $ 139.8 |
Debt and Credit Facility - Co_3
Debt and Credit Facility - Components of Debt and Credit Facility (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Feb. 28, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2015 | May 31, 2018 | |
Debt Instrument [Line Items] | ||||||||||||
Loss on settlement of convertible debt | $ 0.2 | $ 2.1 | $ 4.3 | $ 16 | $ 43.9 | $ 50.6 | ||||||
Amount of unamortized debt discount of debentures | 1,298 | 1,298 | $ 1,372.9 | $ 10.5 | ||||||||
Debt issuance costs | $ 33.7 | 96.5 | $ 96.5 | 40.1 | $ 24.4 | |||||||
Equity portion of convertible debt issuance costs | 12.5 | |||||||||||
Induced conversion of convertible debt expense | 5 | |||||||||||
2017 Senior Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Remaining period, in years, over which unamortized debt discount will be recognized as non-cash interest expense (in years) | 8 years 1 month 16 days | |||||||||||
Proceeds from issuance of senior subordinated convertible debentures, net of issuance costs | 2,040 | |||||||||||
Amount of unamortized debt discount of debentures | 575.7 | $ 575.7 | 616.3 | |||||||||
Debt issuance costs | 15 | $ 15 | 16.1 | |||||||||
Debt portion of convertible debt issuance costs | 17.8 | |||||||||||
2015 Senior Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Remaining period, in years, over which unamortized debt discount will be recognized as non-cash interest expense (in years) | 6 years 1 month 16 days | |||||||||||
Proceeds from issuance of senior subordinated convertible debentures, net of issuance costs | $ 1,690 | |||||||||||
Amount of unamortized debt discount of debentures | 363.9 | $ 363.9 | 400.3 | |||||||||
Debt issuance costs | 13.3 | $ 13.3 | 14.8 | |||||||||
Equity portion of convertible debt issuance costs | 9.9 | |||||||||||
2017 Junior Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Remaining period, in years, over which unamortized debt discount will be recognized as non-cash interest expense (in years) | 18 years 1 month 16 days | |||||||||||
Proceeds from issuance of senior subordinated convertible debentures, net of issuance costs | 567.7 | 111.3 | ||||||||||
Amount of unamortized debt discount of debentures | 349.4 | $ 349.4 | 356.3 | |||||||||
Debt issuance costs | 30.3 | 3.3 | 3.3 | 3.3 | ||||||||
Debt portion of convertible debt issuance costs | 3.4 | 20.4 | ||||||||||
2007 Junior Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loss on settlement of convertible debt | $ 13.8 | 2.2 | ||||||||||
Long-term Debt | 2017 Junior Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from issuance of senior subordinated convertible debentures, net of issuance costs | 111.3 | |||||||||||
Stock issued during period, value, conversion of convertible securities | 119.3 | |||||||||||
Amount of unamortized debt discount of debentures | $ 55.1 | $ 55.1 | ||||||||||
Long-term Debt | 2007 Junior Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Extinguishment of debt | $ 14.6 | $ 111.3 | $ 431.3 | 575 | $ 111.3 | $ 32.5 | ||||||
Stock issued during period, exchange of convertible securities (in shares) | 0.5 | 3.2 | 12 | 3.2 | ||||||||
Payment for debt extinguishment or debt prepayment cost | $ 41 | |||||||||||
Stock issued during period, value, conversion of convertible securities | $ 254.6 | $ 862.7 | ||||||||||
Total consideration, extinguishment of debt, liability component | 56.3 | 188 | 238.3 | |||||||||
Total consideration, extinguishment of debt, equity component | 321.1 | 1,105.9 | 896.3 | |||||||||
Total consideration, extinguishment of debt | $ 374 | $ 1,293.9 | $ 1,134.6 |
Debt and Credit Facility - Seni
Debt and Credit Facility - Senior Secured Notes (Details) - USD ($) | 9 Months Ended | |||
Dec. 31, 2018 | May 31, 2018 | Mar. 31, 2018 | Feb. 28, 2017 | |
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 96,500,000 | $ 24,400,000 | $ 40,100,000 | $ 33,700,000 |
Debt instrument, unamortized discount | $ 1,298,000,000 | 10,500,000 | 1,372,900,000 | |
2021 Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 1,000,000,000 | |||
Coupon Interest Rate | 3.922% | 3.922% | ||
Debt issuance costs | $ 9,800,000 | 0 | ||
Debt instrument, unamortized discount | $ 4,300,000 | 0 | ||
Effective Interest Rate | 3.922% | |||
Debt Instrument, redemption price, percentage | 100.00% | |||
2023 Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 1,000,000,000 | |||
Coupon Interest Rate | 4.333% | 4.333% | ||
Debt issuance costs | $ 10,800,000 | 0 | ||
Debt instrument, unamortized discount | $ 4,700,000 | $ 0 | ||
Effective Interest Rate | 4.333% | |||
2023 Senior Secured Notes | Debt instrument, redemption, period one | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, redemption price, percentage | 100.00% | |||
2023 Senior Secured Notes | Debt instrument, redemption, period two | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, redemption price, percentage | 100.00% | |||
Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, redemption price, percentage | 101.00% |
Debt and Credit Facility - Cred
Debt and Credit Facility - Credit Facility (Details) | May 18, 2018USD ($) | May 31, 2018USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2018USD ($) | Feb. 28, 2017USD ($) |
Line of Credit Facility [Line Items] | |||||
Debt issuance costs | $ 24,400,000 | $ 96,500,000 | $ 40,100,000 | $ 33,700,000 | |
2015 Senior Convertible Debt | |||||
Line of Credit Facility [Line Items] | |||||
Debt issuance costs | 13,300,000 | 14,800,000 | |||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Debt issuance costs | 15,600,000 | 5,900,000 | |||
Settlement of Debt | 244,300,000 | ||||
Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Debt issuance costs | 28,700,000 | 0 | |||
Revolving credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement maximum borrowing amount | $ 3,600,000,000 | 3,840,000,000 | 3,600,000,000 | 3,122,000,000 | |
Debt issuance costs | 13,600,000 | ||||
Credit Agreement, total consolidated debt, maximum | $ 700,000,000 | ||||
Interest coverage ratio | 3.25 | ||||
Interest rate spread on overdue principal in event of default (percentage) | 2.00% | ||||
Interest rate spread on overdue amounts in event of default (percentage) | 2.00% | ||||
Revolving credit facility | 2023 Tranche | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement maximum borrowing amount | 3,600,000,000 | ||||
Revolving credit facility | Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Debt issuance costs | 34,700,000 | ||||
Proceeds from borrowings on term loan facility | $ 3,000,000,000 | ||||
Quarterly amortization payments, percent | 0.25% | ||||
Repayments of long-term debt | $ 267,000,000 | 20,000,000 | |||
Foreign line of credit | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement maximum borrowing amount | 250,000,000 | ||||
Standby letters of credit | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement maximum borrowing amount | 50,000,000 | ||||
Line of credit facility swingline loan sublimit | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement maximum borrowing amount | $ 25,000,000 | ||||
Base Rate | Minimum | Revolving credit facility | 2023 Tranche | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate (percentage) | 0.00% | ||||
Base Rate | Maximum | Revolving credit facility | 2023 Tranche | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate (percentage) | 1.00% | ||||
London Interbank Offered Rate (LIBOR) | Minimum | Revolving credit facility | 2023 Tranche | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate (percentage) | 1.00% | ||||
London Interbank Offered Rate (LIBOR) | Maximum | Revolving credit facility | 2023 Tranche | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate (percentage) | 2.00% | ||||
Leverage ratio percent one | Revolving credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement, total leverage ratio, maximum | 6.75 | ||||
Credit agreement, total leverage ratio, temporary maximum allowed, next three quarters | 4.75 | ||||
Leverage ratio percent one | Revolving credit facility | Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Mandatory prepayment of excess cash flow, percentage | 50.00% | ||||
Leverage ratio percent two | Revolving credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement, total leverage ratio, maximum | 6.25 | ||||
Credit agreement, total leverage ratio, temporary maximum allowed, next three quarters | 4.25 | ||||
Leverage ratio percent two | Revolving credit facility | Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Mandatory prepayment of excess cash flow, percentage | 25.00% | ||||
Leverage ration percent three | Revolving credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement, total leverage ratio, maximum | 5.75 | ||||
Credit agreement, total leverage ratio, temporary maximum allowed, next three quarters | 3.75 | ||||
Leverage ration percent three | Revolving credit facility | Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Mandatory prepayment of excess cash flow, percentage | 0.00% | ||||
Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Debt issuance costs | $ 2,900,000 | $ 200,000 |
Pension Plans - Schedule of Net
Pension Plans - Schedule of Net Pension Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||||
Service costs | $ 0.4 | $ 0.4 | $ 1.2 | $ 1.2 |
Interest costs | 0.3 | 0.3 | 0.8 | 0.7 |
Return on plan assets | (0.1) | 0 | (0.1) | 0 |
Amortization of actuarial loss | 0.3 | 0.2 | 0.8 | 0.6 |
Net pension period cost | $ 0.9 | $ 0.9 | $ 2.7 | $ 2.5 |
Pension Plans - Narrative (Deta
Pension Plans - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected periodic pension cost in current fiscal year | $ 3.2 | |||
Benefits paid | $ 0.2 | $ 0.3 | 0.7 | $ 0.6 |
Defined benefit plan expected contributions in current fiscal year | $ 1 | $ 1 | ||
FRANCE | Minimum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Termination benefits, salary period (in months) | 1 month | |||
FRANCE | Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Termination benefits, salary period (in months) | 5 months |
Contingencies (Details)
Contingencies (Details) $ in Millions | Dec. 31, 2018USD ($) |
Loss Contingencies [Line Items] | |
Loss contingency, range of possible loss, portion not accrued | $ 100 |
Damages from product defects | |
Loss Contingencies [Line Items] | |
Loss contingencies, estimate of possible loss | 227.7 |
Indemnification agreement | |
Loss Contingencies [Line Items] | |
Loss contingencies, estimate of possible loss | $ 163.7 |
Derivative Instruments (Details
Derivative Instruments (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018USD ($)contract | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)contract | Dec. 31, 2017USD ($) | Mar. 31, 2018contract | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Percentage of company sales denominated in US dollars | 99.00% | ||||
Gains (losses) on foreign currency derivatives recorded in earnings, net | $ | $ (1.9) | $ (2.4) | $ (6.3) | $ 7.1 | |
Foreign currency forward contracts outstanding (in contracts) | contract | 0 | 0 | 0 |
Comprehensive Income (Loss) - S
Comprehensive Income (Loss) - Schedule of Changes in the Components of AOCI (Details) - USD ($) $ in Millions | 9 Months Ended | |
Dec. 31, 2018 | Mar. 31, 2018 | |
Changes in the components of AOCI | ||
Beginning balance | $ 3,279.8 | |
Other comprehensive (loss) income before reclassifications | (4.1) | |
Amounts reclassified from accumulated other comprehensive (loss) income | 6.4 | |
Net other comprehensive income (loss) | 2.3 | |
Ending balance | 5,161.1 | |
AOCI Attributable to Parent | ||
Changes in the components of AOCI | ||
Beginning balance | (17.6) | |
Impact of change in accounting principle | $ (1.7) | |
Opening Balance as of April 1, 2018 | (19.3) | |
Ending balance | (17) | |
Unrealized holding gains (losses) available-for-sale debt securities | ||
Changes in the components of AOCI | ||
Beginning balance | 1.9 | |
Impact of change in accounting principle | (1.7) | |
Opening Balance as of April 1, 2018 | 0.2 | |
Other comprehensive (loss) income before reclassifications | (5.6) | |
Amounts reclassified from accumulated other comprehensive (loss) income | 5.6 | |
Net other comprehensive income (loss) | 0 | |
Ending balance | 0.2 | |
Defined benefit pension plans | ||
Changes in the components of AOCI | ||
Beginning balance | (10.1) | |
Impact of change in accounting principle | 0 | |
Opening Balance as of April 1, 2018 | (10.1) | |
Other comprehensive (loss) income before reclassifications | 4.5 | |
Amounts reclassified from accumulated other comprehensive (loss) income | 0.8 | |
Net other comprehensive income (loss) | 5.3 | |
Ending balance | (4.8) | |
Foreign Currency | ||
Changes in the components of AOCI | ||
Beginning balance | (9.4) | |
Impact of change in accounting principle | 0 | |
Opening Balance as of April 1, 2018 | $ (9.4) | |
Other comprehensive (loss) income before reclassifications | (3) | |
Amounts reclassified from accumulated other comprehensive (loss) income | 0 | |
Net other comprehensive income (loss) | (3) | |
Ending balance | $ (12.4) |
Comprehensive Income (Loss) -_2
Comprehensive Income (Loss) - Schedule of Reclassifications of Recognized Transactions out of AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other income (loss) | $ (2.5) | $ (2.9) | $ (12.4) | $ 7.4 |
Net income | 49.2 | (251.1) | 181.2 | 108.7 |
Reclassification out of accumulated other comprehensive income | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net income | (0.3) | (0.2) | (6.4) | (0.6) |
Reclassification out of accumulated other comprehensive income | Unrealized holding gains (losses) available-for-sale debt securities | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other income (loss) | 0 | 0 | (5.6) | 0 |
Reclassification out of accumulated other comprehensive income | Amortization of actuarial loss | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other income (loss) | $ (0.3) | $ (0.2) | $ (0.8) | $ (0.6) |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | May 29, 2018 | |
Stock-based compensation expense [Line Items] | |||||
Pre-tax effect of share-based compensation | $ 39.6 | $ 24 | $ 127.5 | $ 70 | |
Income tax benefit | 8.2 | 6.6 | 27.3 | 21.9 | |
Net income effect of share-based compensation | 31.4 | 17.4 | 100.2 | 48.1 | |
Share-based compensation expense previously capitalized | 3.4 | 10.9 | |||
Cost of sales | |||||
Stock-based compensation expense [Line Items] | |||||
Pre-tax effect of share-based compensation | 3.4 | 3.5 | 10.9 | 10.6 | |
Research and development | |||||
Stock-based compensation expense [Line Items] | |||||
Pre-tax effect of share-based compensation | 19.4 | 10.9 | 53.2 | 31.8 | |
Selling, general and administrative | |||||
Stock-based compensation expense [Line Items] | |||||
Pre-tax effect of share-based compensation | 16.6 | 9.6 | 46.1 | 27.6 | |
Special (income) charges and other, net | |||||
Stock-based compensation expense [Line Items] | |||||
Pre-tax effect of share-based compensation | 0.2 | 0 | 17.3 | 0 | |
New Accounting Pronouncement, Early Adoption, Effect | Accounting Standards Update 2016-09, Excess Tax Benefit Component | |||||
Stock-based compensation expense [Line Items] | |||||
Income tax benefit | 4.1 | 5.7 | 13.1 | 19.8 | |
Restricted Stock Units (RSUs) | Microsemi Corporation | |||||
Stock-based compensation expense [Line Items] | |||||
Pre-tax effect of share-based compensation | 53.5 | ||||
Consideration transferred, equity interests issued | 175.4 | ||||
Compensation cost | 53.9 | ||||
Compensation cost not yet recognized | $ 121.5 | ||||
Accelerated compensation cost | 17.3 | ||||
Inventory | |||||
Stock-based compensation expense [Line Items] | |||||
Share-based compensation expense previously capitalized | 3.5 | 10.6 | |||
Capitalized share-based compensation | $ 4.7 | $ 3.1 | 12.6 | $ 8.9 | |
Inventory | Restricted Stock Units (RSUs) | Microsemi Corporation | |||||
Stock-based compensation expense [Line Items] | |||||
Income tax benefit | $ 2.6 |
Net Income Per Common Share (De
Net Income Per Common Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income | $ 49.2 | $ (251.1) | $ 181.2 | $ 108.7 |
Basic common shares outstanding (in shares) | 236,700,000 | 234,100,000 | 235,900,000 | 232,300,000 |
Dilutive effect of stock options and RSUs (in shares) | 3,300,000 | 0 | 3,800,000 | 4,400,000 |
Weighted average common and potential common shares outstanding (in shares) | 244,600,000 | 234,100,000 | 249,500,000 | 248,000,000 |
Basic net income attributable to Microchip Technology, per common share (in usd per share) | $ 0.21 | $ (1.07) | $ 0.77 | $ 0.47 |
Incremental common shares attributable to dilutive effect of written put options (in shares) | 0 | 4,400,000 | 0 | 0 |
Diluted net income attributable to Microchip Technology, per common share (in usd per share) | $ 0.20 | $ (1.07) | $ 0.73 | $ 0.44 |
2007 Junior Convertible Debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Incremental common shares attributable to dilutive effect of conversion of debt securities (in shares) | 0 | 0 | 0 | 1,700,000 |
Incremental common shares attributable to dilutive effect of written put options (in shares) | 400,000 | |||
Weighted average conversion price per share used in calculating dilutive effect of convertible debt (in usd per share) | $ 0 | $ 23.49 | $ 0 | $ 23.59 |
2015 Senior Convertible Debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Incremental common shares attributable to dilutive effect of conversion of debt securities (in shares) | 4,600,000 | 0 | 9,800,000 | 9,600,000 |
Incremental common shares attributable to dilutive effect of written put options (in shares) | 11,900,000 | |||
Weighted average conversion price per share used in calculating dilutive effect of convertible debt (in usd per share) | $ 62.72 | $ 63.80 | $ 63 | $ 64.07 |
2017 Senior Convertible Debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Incremental common shares attributable to dilutive effect of conversion of debt securities (in shares) | 0 | 0 | 0 | 0 |
Weighted average conversion price per share used in calculating dilutive effect of convertible debt (in usd per share) | $ 97.81 | $ 99.50 | $ 98.25 | $ 99.92 |
2017 Junior Convertible Debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Incremental common shares attributable to dilutive effect of conversion of debt securities (in shares) | 0 | 0 | 0 | 0 |
Weighted average conversion price per share used in calculating dilutive effect of convertible debt (in usd per share) | $ 96.10 | $ 97.75 | $ 96.53 | $ 98.16 |
Stock Repurchase (Details)
Stock Repurchase (Details) - shares | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | |
Equity [Abstract] | |||
Stock repurchase program, number of shares authorized to be repurchased (in shares) | 15,000,000 | 15,000,000 | |
Repurchase of common stock (in shares) | 0 | 0 | |
Treasury stock, number of shares held (in shares) | 16,269,827 | 16,269,827 | 18,205,142 |
Dividends (Details)
Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 05, 2019 | Feb. 05, 2019 | Dec. 05, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Dividends paid per common share (in usd per share) | $ 0.3645 | ||||||
Dividends declared per common share (in usd per share) | $ 0.3645 | $ 0.3625 | $ 1.092 | $ 1.086 | |||
Dividends, common stock | $ 86.3 | ||||||
Subsequent event | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Dividends declared per common share (in usd per share) | $ 0.3650 | ||||||
Scenario forecast | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Dividends, common stock | $ 86.8 |