filings.toolsItem 1. . Financial Statements
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Item 1. . Financial Statements
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)
| ASSETS | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash and cash equivalents | $ | 234.0 | $ | 317.4 | |||||||
| Short-term investments | — | 2.0 | |||||||||
| Accounts receivable, net | 1,305.3 | 1,072.6 | |||||||||
| Inventories | 1,324.9 | 854.4 | |||||||||
| Other current assets | 205.1 | 206.2 | |||||||||
| Total current assets | 3,069.3 | 2,452.6 | |||||||||
| Property, plant and equipment, net | 1,177.9 | 967.9 | |||||||||
| Goodwill | 6,673.6 | 6,673.6 | |||||||||
| Intangible assets, net | 3,369.0 | 4,043.1 | |||||||||
| Long-term deferred tax assets | 1,623.3 | 1,797.1 | |||||||||
| Other assets | 457.2 | 265.2 | |||||||||
| Total assets | $ | 16,370.3 | $ | 16,199.5 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Accounts payable | $ | 396.9 | $ | 344.7 | |||||||
| Accrued liabilities | 1,323.5 | 1,054.3 | |||||||||
| Current portion of long-term debt | 1,398.2 | — | |||||||||
| Total current liabilities | 3,118.6 | 1,399.0 | |||||||||
| Long-term debt | 5,041.7 | 7,687.4 | |||||||||
| Long-term income tax payable | 705.7 | 704.6 | |||||||||
| Long-term deferred tax liability | 42.7 | 39.8 | |||||||||
| Other long-term liabilities | 948.0 | 473.9 | |||||||||
| Stockholders' equity: | |||||||||||
| Preferred stock, $0.001 par value; authorized 5,000,000 shares; no shares issued or outstanding | — | — | |||||||||
| Common stock, $0.001 par value; authorized 900,000,000 shares; 577,805,623 shares issued and 545,459,814 shares outstanding at March 31, 2023; 577,805,396 shares issued and 554,500,524 shares outstanding at March 31, 2022 | 0.5 | 0.6 | |||||||||
| Additional paid-in capital | 2,413.3 | 2,535.9 | |||||||||
| Common stock held in treasury: 32,345,809 shares at March 31, 2023; 23,304,872 shares at March 31, 2022 | (1,660.2) | (796.3) | |||||||||
| Accumulated other comprehensive loss | (4.1) | (20.6) | |||||||||
| Retained earnings | 5,764.1 | 4,175.2 | |||||||||
| Total stockholders' equity | 6,513.6 | 5,894.8 | |||||||||
| Total liabilities and stockholders' equity | $ | 16,370.3 | $ | 16,199.5 |
See accompanying notes to consolidated financial statements
F-4
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
| Fiscal Year Ended March 31, | ||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||||
| Net sales | $ | 8,438.7 | $ | 6,820.9 | $ | 5,438.4 | ||||||||||||||||||||||||||||||||
| Cost of sales | 2,740.8 | 2,371.3 | 2,059.6 | |||||||||||||||||||||||||||||||||||
| Gross profit | 5,697.9 | 4,449.6 | 3,378.8 | |||||||||||||||||||||||||||||||||||
| Research and development | 1,118.3 | 989.1 | 836.4 | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 797.7 | 718.9 | 610.3 | |||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 669.9 | 862.5 | 932.3 | |||||||||||||||||||||||||||||||||||
| Special (income) charges and other, net | (4.0) | 29.5 | 1.7 | |||||||||||||||||||||||||||||||||||
| Operating expenses | 2,581.9 | 2,600.0 | 2,380.7 | |||||||||||||||||||||||||||||||||||
| Operating income | 3,116.0 | 1,849.6 | 998.1 | |||||||||||||||||||||||||||||||||||
| Interest income | 2.1 | 0.5 | 1.7 | |||||||||||||||||||||||||||||||||||
| Interest expense | (203.9) | (257.0) | (356.9) | |||||||||||||||||||||||||||||||||||
| Loss on settlement of debt | (8.3) | (113.4) | (299.6) | |||||||||||||||||||||||||||||||||||
| Other income (loss), net | 3.8 | 2.8 | (3.8) | |||||||||||||||||||||||||||||||||||
| Income before income taxes | 2,909.7 | 1,482.5 | 339.5 | |||||||||||||||||||||||||||||||||||
| Income tax provision (benefit) | 672.0 | 197.0 | (9.9) | |||||||||||||||||||||||||||||||||||
| Net income | $ | 2,237.7 | $ | 1,285.5 | $ | 349.4 | ||||||||||||||||||||||||||||||||
| Basic net income per common share | $ | 4.07 | $ | 2.33 | $ | 0.67 | ||||||||||||||||||||||||||||||||
| Diluted net income per common share | $ | 4.02 | $ | 2.27 | $ | 0.65 | ||||||||||||||||||||||||||||||||
| Dividends declared per common share | $ | 1.263 | $ | 0.910 | $ | 0.747 | ||||||||||||||||||||||||||||||||
| Basic common shares outstanding | 550.4 | 552.3 | 519.2 | |||||||||||||||||||||||||||||||||||
| Diluted common shares outstanding | 557.3 | 565.9 | 541.2 | |||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements
F-5
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
| Fiscal Year Ended March 31, | |||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||
| Net income | $ | 2,237.7 | $ | 1,285.5 | $ | 349.4 | |||||||||||||||||||||||
| Components of other comprehensive income (loss): | |||||||||||||||||||||||||||||
| Defined benefit plans: | |||||||||||||||||||||||||||||
| Actuarial gains (losses) related to defined benefit pension plans, net of tax effect | 16.6 | 7.8 | (8.3) | ||||||||||||||||||||||||||
| Change in net foreign currency translation adjustment | (0.1) | (2.2) | 3.7 | ||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax effect | 16.5 | 5.6 | (4.6) | ||||||||||||||||||||||||||
| Comprehensive income | $ | 2,254.2 | $ | 1,291.1 | $ | 344.8 |
See accompanying notes to consolidated financial statements
F-6
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Fiscal Year Ended March 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income | $ | 2,237.7 | $ | 1,285.5 | $ | 349.4 | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | 998.4 | 1,143.5 | 1,153.3 | ||||||||||||||
| Deferred income taxes | 205.5 | 7.9 | (138.9) | ||||||||||||||
| Share-based compensation expense related to equity incentive plans | 170.4 | 210.2 | 198.3 | ||||||||||||||
| Loss on settlement of debt | 8.3 | 113.4 | 299.6 | ||||||||||||||
| Amortization of debt discount | 7.2 | 44.9 | 71.1 | ||||||||||||||
| Amortization of debt issuance costs | 9.5 | 11.5 | 17.1 | ||||||||||||||
| Impairment of intangible assets | 1.8 | 3.0 | — | ||||||||||||||
| Other non-cash adjustment | (1.8) | (11.4) | (6.4) | ||||||||||||||
| Changes in operating assets and liabilities, excluding impact of acquisitions: | |||||||||||||||||
| Increase in accounts receivable | (232.7) | (74.9) | (63.7) | ||||||||||||||
| (Increase) decrease in inventories | (483.2) | (177.8) | 18.4 | ||||||||||||||
| Increase in accounts payable and accrued liabilities | 323.4 | 192.7 | 17.6 | ||||||||||||||
| Change in other assets and liabilities | 404.5 | 79.4 | (16.7) | ||||||||||||||
| Change in income tax payable | (28.0) | 14.8 | 17.4 | ||||||||||||||
| Net cash provided by operating activities | 3,621.0 | 2,842.7 | 1,916.5 | ||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Proceeds from sales of assets | 0.9 | 14.1 | 8.3 | ||||||||||||||
| Investments in other assets | (114.2) | (121.7) | (89.0) | ||||||||||||||
| Capital expenditures | (486.2) | (370.1) | (92.6) | ||||||||||||||
| Net cash used in investing activities | (599.5) | (477.7) | (173.3) | ||||||||||||||
| Cash flows from financing activities: (1) | |||||||||||||||||
| Proceeds from borrowings on Revolving Credit Facility | 5,935.0 | 4,176.0 | 3,966.0 | ||||||||||||||
| Repayments of Revolving Credit Facility | (7,234.1) | (5,123.5) | (4,007.9) | ||||||||||||||
| Proceeds from issuance of senior notes | — | 997.0 | 3,577.8 | ||||||||||||||
| Repayment of senior notes | — | (1,000.0) | — | ||||||||||||||
| Repayment of Bridge Loan Facility | — | — | (615.0) | ||||||||||||||
| Repayments of Term Loan Facility | — | — | (1,723.5) | ||||||||||||||
| Payments on settlement of convertible debt | (170.4) | (424.7) | (2,611.4) | ||||||||||||||
| Deferred financing costs | — | (8.5) | (21.2) | ||||||||||||||
| Purchase of capped call options | — | — | (35.8) | ||||||||||||||
| Proceeds from sale of common stock | 82.3 | 70.5 | 60.3 | ||||||||||||||
| Tax payments related to shares withheld for vested RSUs | (75.8) | (84.2) | (64.6) | ||||||||||||||
| Repurchase of common stock | (945.8) | (425.6) | — | ||||||||||||||
| Payment of cash dividends | (695.3) | (503.8) | (388.3) | ||||||||||||||
| Capital lease payments | (0.8) | (0.8) | (0.6) | ||||||||||||||
| Net cash used in financing activities | (3,104.9) | (2,327.6) | (1,864.2) | ||||||||||||||
| Net (decrease) increase in cash and cash equivalents | (83.4) | 37.4 | (121.0) | ||||||||||||||
| Cash and cash equivalents, and restricted cash at beginning of period | 317.4 | 280.0 | 401.0 | ||||||||||||||
| Cash and cash equivalents, and restricted cash at end of period | $ | 234.0 | $ | 317.4 | $ | 280.0 | |||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||||||||
| Non-cash activities: | |||||||||||||||||
| ROU assets obtained in exchange of lease liabilities | $ | 38.4 | $ | 27.5 | $ | 65.6 | |||||||||||
| Cash paid for: |
F-7
| Fiscal Year Ended March 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Interest | $ | 181.5 | $ | 207.8 | $ | 265.4 | |||||||||||
| Income taxes | $ | 482.6 | $ | 141.4 | $ | 87.3 | |||||||||||
| Operating lease payments in operating cash flows | $ | 39.7 | $ | 45.7 | $ | 47.4 | |||||||||||
| (1) During the fiscal year ended March 31, 2021, the Company completed the December 2020 settlement of $1,086.5 million principal amount of convertible debt in exchange for $428.9 million in cash, 8.4 million shares of common stock and $665.5 million principal amount of 2020 Senior Convertible Debt. Refer to Note 5 for further information. |
See accompanying notes to consolidated financial statements
F-8
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions)
| Common Stock and Additional Paid-in-Capital | Common Stock Held in Treasury | Accumulated Other Comprehensive Loss | Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2020 | 516.8 | $ | 2,675.3 | 26.1 | $ | (500.6) | $ | (21.6) | $ | 3,432.4 | $ | 5,585.5 | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 349.4 | 349.4 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (4.6) | — | (4.6) | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from sales of common stock through employee equity incentive plans | 5.4 | 60.3 | — | — | — | — | 60.3 | ||||||||||||||||||||||||||||||||||||||||||||||
| RSU and SAR withholdings | (1.2) | (64.6) | — | — | — | — | (64.6) | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock used for new issuances | (4.2) | (66.8) | (4.2) | 66.8 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to settle convertible debt | 52.2 | 3,171.1 | — | — | — | — | 3,171.1 | ||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of convertible debt | — | (3,622.1) | — | — | — | — | (3,622.1) | ||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of capped call options | — | (35.8) | — | — | — | — | (35.8) | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of 2020 Senior Convertible Debt | — | 87.7 | — | — | — | — | 87.7 | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | 198.5 | — | — | — | — | 198.5 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividend | — | — | — | — | — | (388.3) | (388.3) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | 569.0 | 2,403.6 | 21.9 | (433.8) | (26.2) | 3,393.5 | 5,337.1 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 1,285.5 | 1,285.5 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 5.6 | — | 5.6 | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from sales of common stock through employee equity incentive plans | 5.4 | 70.5 | — | — | — | — | 70.5 | ||||||||||||||||||||||||||||||||||||||||||||||
| RSU and SAR withholdings | (1.2) | (84.2) | — | — | — | — | (84.2) | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock used for new issuances | (4.2) | (63.1) | (4.2) | 63.1 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | 5.6 | (425.6) | — | — | (425.6) | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to settle convertible debt | 8.8 | 670.7 | — | — | — | — | 670.7 | ||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of convertible debt | — | (668.5) | — | — | — | — | (668.5) | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | 207.5 | — | — | — | — | 207.5 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividend | — | — | — | — | — | (503.8) | (503.8) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | 577.8 | 2,536.5 | 23.3 | (796.3) | (20.6) | 4,175.2 | 5,894.8 | ||||||||||||||||||||||||||||||||||||||||||||||
| Adoption of ASU 2020-06, cumulative adjustment | — | (128.3) | — | — | — | 46.5 | (81.8) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 2,237.7 | 2,237.7 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 16.5 | — | 16.5 | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from sales of common stock through employee equity incentive plans | 4.9 | 82.3 | — | — | — | — | 82.3 | ||||||||||||||||||||||||||||||||||||||||||||||
| RSU and SAR withholdings | (1.0) | (75.8) | — | — | — | — | (75.8) | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock used for new issuances | (3.9) | (81.9) | (3.9) | 81.9 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | 12.9 | (945.8) | — | — | (945.8) | ||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of convertible debt | — | (91.1) | — | — | — | — | (91.1) | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | 172.1 | — | — | — | — | 172.1 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividend | — | — | — | — | — | (695.3) | (695.3) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | 577.8 | $ | 2,413.8 | 32.3 | $ | (1,660.2) | $ | (4.1) | $ | 5,764.1 | $ | 6,513.6 |
See accompanying notes to consolidated financial statements
F-9
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1**.** Significant Accounting Policies
Nature of Business
Microchip Technology Incorporated (Microchip or the Company) develops, manufactures and sells smart, connected and secure embedded control solutions used by its customers for a wide variety of applications. The Company provides cost-effective embedded control solutions that also offer the advantages of small size, high performance, extreme low power usage, wide voltage range operation, mixed-signal integration, and ease of development, thus enabling timely and cost-effective integration of the Company's solutions by its customers in their end products.
Principles of Consolidation
The Company prepares its consolidated financial statements in accordance with U.S. GAAP. The consolidated financial statements include the accounts of Microchip and its majority-owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. All dollar amounts in the financial statements and tables in these notes, except per share amounts, are stated in millions of U.S. dollars unless otherwise noted.
Revenue Recognition
The Company generates revenue primarily from sales of semiconductor products to distributors and non-distributor customers (direct customers) and, to a lesser extent, from royalties paid by licensees of intellectual property. The Company applies the following five-step approach to determine the timing and amount of revenue recognition: (i) identify the contract with the customer, (ii) identify performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the performance obligations are satisfied.
Sales to distributors are governed by a distributor agreement, a purchase order, and an order acknowledgment. Sales to distributors do not meet the definition of a contract until the distributor has sent in a purchase order, the Company has acknowledged the order, the Company has deemed the collectability of the consideration to be probable, and legally enforceable rights and obligations have been created. As is customary in the semiconductor industry, the Company offers price concessions and stock rotation rights to many of its distributors. As these are forms of variable consideration, the Company estimates the amount of consideration to which they will be entitled using recent historical data and applying the expected value method. The transaction price is net of all taxes imposed on and concurrent with specific revenue-producing transactions. After the transaction price has been determined and allocated to the performance obligations, the Company recognizes revenue when the performance obligations are satisfied. Substantially all of the revenue generated from contracts with distributors is recognized at, or near to, the time risk and title of the inventory transfers to the distributor.
Sales to direct customers are generally governed by a purchase order and an order acknowledgment. Sales to direct customers usually do not meet the definition of a contract until the direct customer has sent in a purchase order, the Company has acknowledged the order, the Company has deemed the collectability of the consideration to be probable, and legally enforceable rights and obligations have been created. Generally, the transaction price associated with contracts with direct customers is set at the standalone selling price and is not variable. The transaction price is net of all taxes imposed on and concurrent with specific revenue-producing transactions. After the transaction price has been determined and allocated to the performance obligations, the Company recognizes revenue when the performance obligations are satisfied. Substantially all of the revenue generated from contracts with direct customers is recognized at, or near to, the time risk and title of the inventory transfers to the customer.
The Company entered into LTSAs with certain of its customers that purchase through distributors or directly from the Company. Under these LTSAs, the Company receives an upfront deposit and minimum purchase commitments from the customer in exchange for assured supply over the contract period, which typically ranges from three to five years. If the customer meets the minimum purchase commitments defined in the contract, the Company returns the deposit to the customer. If not, the Company may retain all, or a portion of the deposit which will be recognized as revenue as the remaining performance obligations under the LTSAs are satisfied. The upfront deposits collected by the Company are recorded as deferred revenue in accrued liabilities or other long-term liabilities depending on the expected timing of the satisfaction of the underlying performance obligations.
F-10
Revenue generated from licensees is governed by licensing agreements. The Company's primary performance obligation related to these agreements is to provide the licensee the right to use the intellectual property. The final transaction price is determined by multiplying the usage of the license by the royalty, which is fixed in the licensing agreement. Revenue is recognized as usage of the license occurs.
Research and Development
Research and development costs are expensed as incurred. Assets purchased to support the Company's ongoing research and development activities are capitalized when related to products which have achieved technological feasibility or that have alternative future uses and are amortized over their estimated useful lives. Renewals or extensions of these assets are expensed as incurred. Research and development expenses include expenditures for labor, share-based payments, depreciation, masks, prototype wafers, and expenses for development of process technologies, new packages, and software to support new products and design environments.
Foreign Currency Translation
Substantially all of the Company's foreign subsidiaries are considered to be extensions of the U.S. company and any translation gains and losses related to these subsidiaries are included in other income (loss), net in the consolidated statements of income. As the U.S. dollar is utilized as the functional currency, gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the subsidiaries' functional currency) are also included in income. For fiscal 2023, 2022 and 2021, certain foreign subsidiaries acquired as part of the Company's acquisition activities had the local currency as the functional currency.
Income Taxes
As part of the process of preparing its consolidated financial statements, the Company is required to record its income taxes in each of the jurisdictions in which it operates. This process involves determining its actual current tax exposure together with assessing temporary and permanent differences resulting from differing treatment of items for tax and accounting purposes. These temporary differences result in deferred tax assets and liabilities, which are included within the Company's consolidated balance sheets. The Company must then assess the likelihood that its deferred tax assets will be recovered from future taxable income within the relevant jurisdiction and to the extent the Company believes that recovery is not likely, it must establish a valuation allowance. The Company provided valuation allowances for certain of its deferred tax assets where it is more likely than not that some portion, or all of such assets, will not be realized.
Various taxing authorities in the U.S. and other countries in which the Company does business scrutinize the tax structures employed by businesses. Companies of a similar size and complexity as the Company are regularly audited by the taxing authorities in the jurisdictions in which they conduct significant operations. During the fiscal year ended March 31, 2023, various jurisdictions finalized their audits for certain periods. The close of these audits did not have a material adverse impact on the financial statements. The Company is currently being audited by the tax authorities in the United States and various foreign jurisdictions for other periods. At this time, the Company does not know what the outcome of these audits will be. The Company records benefits for uncertain tax positions based on an assessment of whether it is more likely than not that the tax positions will be sustained based on their technical merits under currently enacted law. If this threshold is not met, no tax benefit of the uncertain tax position is recognized. If the threshold is met, the Company recognizes the largest amount of the tax benefit that is more than 50% likely to be realized upon ultimate settlement.
The accounting model related to the valuation of uncertain tax positions requires the Company to presume that the tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information and that each tax position will be evaluated without consideration of the possibility of offset or aggregation with other positions. The recognition requirement for the liability exists even if the Company believes the possibility of examination by a taxing authority or discovery of the related risk matters is remote or where it has a long history of the taxing authority not performing an exam or overlooking an issue. The Company will record an adjustment to a previously recorded position if new information or facts related to the position are identified in a subsequent period. Generally, adjustments to the positions are recorded through the income statement. Generally, adjustments will be recorded in periods subsequent to the initial recognition in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate, the closing of a statutory audit period or changes in applicable law. Due to the inherent uncertainty in the estimation process and in consideration of the criteria of the accounting model, amounts recognized in the financial statements in periods subsequent to the initial recognition may significantly differ from the estimated exposure of the position under the accounting model.
F-11
In December 2017, the TCJA was enacted into law and established a new provision designed to tax low-taxed income of foreign subsidiaries known as global intangible low-taxed income (GILTI). The FASB allows taxpayers to make an accounting policy election of either (i) treating taxes due on GILTI inclusions as a current-period expense when incurred or (ii) recognizing deferred taxes for temporary basis differences that are expected to reverse as GILTI in future years. The Company has made a policy choice to include taxes due on the future GILTI inclusion in taxable income when incurred.
Beginning in fiscal 2023, the TCJA eliminates the option to currently deduct R&D costs in the year incurred for tax purposes and requires that all U.S. and non-U.S. based R&D expenditures be capitalized and amortized over a five-year and fifteen-year period, respectively. Although it is possible that the U.S. Congress may defer, modify, or repeal this provision, potentially with retroactive effect, the Company has no assurance that the U.S. Congress will take any action with respect to this provision. Absent any changes to the legislation, cash taxes are expected to increase for several years. The increase to the cash taxes is not expected to have an adverse effect to the Company’s liquidity. The actual impact on cash generated from operations will depend on the amount of R&D costs incurred by the Company, on whether the U.S. Congress modifies or repeals this provision, and on whether new guidance and interpretive rules are issued by the U.S. Department of the Treasury, among other factors.
Cash and Cash Equivalents
All highly liquid investments, including marketable securities with an original maturity to the Company of three months or less when acquired are considered to be cash equivalents.
Inventories
Inventories are valued at the lower of cost or net realizable value using the first-in, first-out method. Inventory costs generally consist of material, labor, depreciation and overhead costs. The Company writes down its inventory for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not subsequently reversed to income even if circumstances later suggest that increased carrying amounts are recoverable. In determining whether there is a risk of obsolescence, the Company evaluates projected demand over periods that align with demand forecasts used to develop manufacturing plans and inventory build decisions and writes down inventory on hand that is in excess of estimated demand. Management reviews and adjusts the estimates as appropriate based on specific situations. For example, demand can be adjusted up for new products for which historic sales are not representative of future demand. Alternatively, demand can be adjusted down to the extent any existing products are being replaced or discontinued.
In periods where the Company's production levels are substantially below normal operating capacity, unabsorbed overhead production costs associated with the reduced production levels of the Company's manufacturing facilities are charged directly to cost of sales.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. The Company's property and equipment accounting policies incorporate estimates, assumptions and judgments relative to the useful lives of its property and equipment. Depreciation is provided for assets placed in service on a straight-line basis over the estimated useful lives of the relative assets, which range from 10 to 30 years for buildings and building improvements and 5 to 7 years for machinery and equipment. The Company evaluates the carrying value of its property and equipment when events or changes in circumstances indicate that the carrying value of such assets may be impaired. Asset impairment evaluations are, by nature, highly subjective.
Leases
The Company determines if an arrangement is a lease at its inception. Operating lease arrangements are comprised primarily of real estate and equipment agreements for which the ROU assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued liabilities or other long-term liabilities in the consolidated balance sheets.
F-12
Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.
As the Company's leases generally do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Lease expense for these leases is recognized on a straight-line basis over the lease term.
Debt
The Company presents short-term debt obligations, which include debt obligations with a contractual maturity within 12 months of the balance sheet date and Convertible Debt that is convertible as of the balance sheet date, as long-term debt on the consolidated balance sheets when the Company has the intent and ability to utilize proceeds from its Revolving Credit Facility to refinance such debt on a long-term basis. Discounts and issuance costs directly related to the issuance of debt are amortized over the term as interest expense under the effective interest rate method or on a straight-line basis in the case of the Company's Revolving Credit Facility.
After the adoption of ASU 2020-06-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity, on April 1, 2022, the Company accounts for its Convertible Debt as a single liability with no separate accounting for embedded conversion features. The Company accounts for privately negotiated settlements of its Convertible Debt as induced conversions, resulting in an inducement loss measured as the difference between the fair value of the consideration transferred and the fair value of the original terms of the instrument on the acceptance date. The remaining consideration transferred, after reducing the carrying amount of the Convertible Debt, is recorded as a reduction to additional paid-in-capital on the Company’s consolidated balance sheets. Prior to conversion of its Convertible Debt, the Company includes, 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 if-converted method. The Company's Convertible Debt has no impact on diluted net income per common share unless the average price of the Company's common stock exceeds the conversion price because the Company is required to settle the principal amount of the Convertible Debt in cash upon conversion.
Prior to the adoption of ASU 2020-06, the Company separately accounted for the liability and equity components of its Convertible Debt by estimating the fair values of the i) liability component without a conversion feature and ii) the conversion feature. This resulted in a bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in the Company's consolidated statements of income. Upon settlement of Convertible Debt instruments, the Company allocated the total consideration between the liability and equity components based on the fair value of the liability component without the conversion feature. The difference between the consideration allocated to the liability component and the net carrying value of the liability component was recognized as an extinguishment loss or gain. The remaining settlement consideration was allocated to the equity component and recognized as a reduction of additional paid-in capital in the Company's consolidated balance sheets. In addition, if the terms of the settlement were different from the contractual terms of the original instrument, the Company recognized an inducement loss, which was measured as the difference between the fair value of the original terms of the instrument and the fair value of the settlement terms. The Company included the dilutive effect of the shares of its common stock issuable upon conversion of the outstanding Convertible Debt under the treasury stock method as it had the intent and had adopted an accounting policy to settle the principal amount of its Convertible Debt in cash. This method resulted in incremental dilutive shares when the average price of the Company's common stock for a reporting period exceeded the conversion prices per share.
For a discussion of the financial statement impact related to the adoption of ASU 2020-06, refer to "Recently Adopted Accounting Pronouncements".
Defined Benefit Pension Plans
The Company maintains defined benefit pension plans, covering certain of its foreign employees. For financial reporting purposes, net periodic pension costs and pension obligations are determined based upon a number of actuarial assumptions, including discount rates for plan obligations, and assumed rates of compensation increases for employees participating in plans. These assumptions are based upon management's judgment and consultation with actuaries, considering all known trends and uncertainties.
F-13
Contingencies
In the ordinary course of business, the Company is exposed to various liabilities as a result of contracts, product liability, customer claims and other matters. Additionally, the Company is involved in a limited number of legal actions, both as plaintiff and defendant. Consequently, the Company could incur uninsured liability in any of those actions. The Company also periodically receives notifications from various third parties alleging infringement of patents or other intellectual property rights, or from customers requesting reimbursement for various costs. With respect to pending legal actions to which the Company is a party and other claims, although the outcomes are generally not determinable, the Company believes that the ultimate resolution of these matters will not have a material adverse effect on its financial position, cash flows or results of operations. Litigation and disputes relating to the semiconductor industry are not uncommon, and the Company is, from time to time, subject to such litigation and disputes. As a result, no assurances can be given with respect to the extent or outcome of any such litigation or disputes in the future.
The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has been or will be incurred, it accrues for all probable and reasonably estimable losses. Where the Company can reasonably estimate a range of losses it may incur regarding such a matter, it records an accrual for the amount within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, it uses the amount that is the low end of such range.
Goodwill and Other Intangible Assets
The Company's intangible assets include goodwill and other intangible assets. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Other intangible assets include existing technologies, core and developed technology, in-process research and development, trademarks and trade names, distribution rights and customer-related intangibles. In-process research and development is capitalized until such time as the related projects are completed or abandoned at which time the capitalized amounts will begin to be amortized or written off. Indefinite-lived intangible assets consist of goodwill and in-process research and development intangible assets that have not yet been placed in service. All other intangible assets are definite-lived intangible assets, including in-process research and development assets that have been placed in service, and are amortized over their respective estimated lives, ranging from 1 to 15 years.
The Company is required to perform an impairment review of indefinite-lived intangible assets, including goodwill annually, and more frequently under certain circumstances. Indefinite-lived intangible assets are subjected to this annual impairment test during the fourth quarter of the Company's fiscal year. The Company engages primarily in the development, manufacture and sale of semiconductor products as well as technology licensing. As a result, the Company concluded there are two reporting units, semiconductor products and technology licensing. The Company's impairment evaluation consists of a qualitative impairment assessment in which management evaluates whether it is more likely than not that the indefinite-lived intangible assets are impaired. If it is determined that it is more likely than not, the Company performs a quantitative impairment test, which compares the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value. If the Company determines through the impairment process that the indefinite-lived intangible asset has been impaired, the Company will record the impairment charge in its results of operation. Through March 31, 2023, the Company has never recorded a goodwill impairment charge. In the event that facts and circumstances indicate definite-lived intangible assets may be impaired, the Company evaluates the recoverability and estimated useful lives of such assets. If such indicators are present, recoverability is evaluated based on whether the sum of the estimated undiscounted cash flows attributable to the asset (group) in question is less than their carrying value. If less, the Company measures the fair value of the asset (group) and recognizes an impairment loss if the carrying amount of the assets exceeds their respective fair values.
Impairment of Long-Lived Assets
The Company assesses whether indicators of impairment of long-lived assets are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying value. If less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals or other methods. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment loss through a charge to operating results to the extent the present value of anticipated net cash flows attributable to the asset are less than the asset's carrying value. The Company would depreciate the remaining value over the remaining estimated useful life of the asset.
F-14
Government Incentives
The Company receives government incentives for qualifying capital investments, research and development, and other activities as defined by the relevant government entities awarding the grants. Government grants, including non-income tax incentives, are recognized when there is reasonable assurance that the grant will be received and the Company will comply with the conditions specified in the grant agreement. The Company records capital-related grants as a reduction to property, plant and equipment within the consolidated balance sheets and recognizes a reduction to depreciation expense over the useful life of the corresponding asset. The Company records operating grants as a reduction to expense in the same line item on the consolidated statements of income as the expenditure for which the grant is intended to compensate. As of March 31, 2023, the Company recorded $81.0 million of capital-related grants as a reduction to property, plant and equipment with a corresponding offset of $75.0 million within other assets and $6.0 million as a reduction to income taxes payable within accrued liabilities on the consolidated balance sheets. The Company recognized an immaterial benefit for operating grants in fiscal 2023.
Share-Based Compensation
The Company has equity incentive plans under which non-qualified stock options and RSUs have been granted to employees and non-employee members of the Board of Directors. The Company uses RSUs with a service condition as its primary equity incentive compensation instrument for employees and also grants market-based and performance-based awards to executive officers and employees. The Company also has employee stock purchase plans for eligible employees. The Company estimates the fair value of PSUs with a market condition using a Monte Carlo simulation model as of the date of grant using historical volatility. Share-based compensation cost for RSUs with a service condition or performance-based awards is measured on the grant date based on the fair market value of the Company’s common stock discounted for expected future dividends and is recognized as expense on a straight-line attribution method over the requisite service periods, with forfeitures recognized as they occur. Share-based compensation cost for performance-based awards is recognized if and when the Company concludes that it is probable that the performance condition will be achieved. The Company reassess the probability of the performance condition at each reporting period and a cumulative catch-up adjustment is recorded to share-based compensation cost for any change in the probability assessment. If there are any modifications of the underlying unvested securities, the Company may be required to accelerate or increase any remaining unearned share-based compensation expense.
Treasury Shares
From time to time, the Company repurchases shares of its common stock in the open market or in privately negotiated transactions. Shares repurchased are recorded at cost, inclusive of fees, commissions, taxes and other expenses. Treasury shares are re-issued on a first-in, first-out basis to fund share issuance requirements under the Company's equity incentive plans.
Concentrations of Credit Risk
The Company is subject to counterparty risks from financial institutions and customers. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits in excess of federally insured limits and accounts receivables. The Company manages credit risk exposure for cash deposits by limiting counterparties to high-grade financial institutions. Concentrations of credit risk with respect to accounts receivable are generally not significant due to the diversity of the Company's customers and geographic sales areas. The Company sells its products primarily to OEMs and distributors in the Americas, Europe and Asia. The Company performs ongoing credit evaluations of its customers' financial condition and, as deemed necessary, may require collateral, primarily letters of credit.
Distributor advances in the consolidated balance sheets, totaled $293.6 million and $170.0 million at March 31, 2023 and March 31, 2022, respectively. On sales to distributors, the Company's payment terms generally require the distributor to settle amounts owed to the Company for an amount in excess of their ultimate cost. The Company's sales price to its distributors may be higher than the amount that the distributors will ultimately owe the Company because distributors often negotiate price reductions after purchasing the products from the Company and such reductions are often significant. It is the Company's practice to apply these negotiated price discounts to future purchases, requiring the distributor to settle receivable balances, on a current basis, generally within 30 days, for amounts originally invoiced. This practice has an adverse impact on the working capital of the Company's distributors. As such, the Company has entered into agreements with certain distributors whereby it advances cash to the distributors to reduce the distributors' working capital requirements. The Company estimates these advances based on a negotiated percentage of the amount of inventory held by the distributor. Such advances have no impact on revenue recognition or the Company's consolidated statements of income. The
F-15
terms of these advances are set forth in binding legal agreements and are unsecured, bear no interest on unsettled balances and are due upon demand. The agreements governing these advances can be canceled by the Company at any time.
Use of Estimates
The Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare its consolidated financial statements in conformity with U.S. GAAP. Actual results could differ from those estimates.
Business Segments
Operating segments are components of an enterprise about which separate financial information is regularly reviewed by the chief operating decision maker (CODM) to assess the performance of the component and make decisions about the resources to be allocated to the component. The Company's President and Chief Executive Officer has been identified as the CODM. Based on the Company's structure and manner in which the Company is managed and decisions are made, the Company's business is made up of two operating segments, semiconductor products and technology licensing.
In the semiconductor products segment, the Company designs, develops, manufactures and markets mixed-signal microcontrollers, development tools and analog, interface, mixed-signal, timing, wired and wireless connectivity devices, and memory products. Under the leadership of the CODM, the Company is structured and organized around standardized roles and responsibilities based on product groups and functional activities. The Company's product groups are responsible for product research, design and development. The Company's functional activities include sales, marketing, manufacturing, information technology, human resources, legal and finance.
The Company's product groups have similar products, production processes, types of customers and methods for distribution. In addition, the tools and technologies used in the design and manufacture of the Company's products are shared among the various product groups. The Company's product group leaders, under the direction of the CODM, define the product roadmaps and team with sales personnel to achieve design wins and revenue and other performance targets. Product group leaders also interact with manufacturing and operational personnel who are responsible for the production, prioritization and planning of the Company's manufacturing capabilities to help ensure the efficiency of the Company's operations and fulfillment of customer requirements. This centralized structure supports a global operating strategy in which the CODM assesses performance and allocates resources based on the Company's consolidated results.
Subsequent Events
The Company evaluated events after March 31, 2023, and through the date the financial statements were issued, and determined any events or transactions occurring during this period that would require recognition or disclosure are appropriately addressed in these financial statements.
Recently Adopted Accounting Pronouncements
On April 1, 2022, the Company adopted ASU 2020-06*,* which simplifies the guidance for certain convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature. As a result, convertible debt instruments are reported as a single liability instrument with no separate accounting for embedded conversion features. Additionally, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The Company adopted the standard under the modified retrospective transition method for fiscal 2023. The adoption of this standard resulted in an increase of $105.8 million to the Company's Convertible Debt, to reflect the full principal amount of the Convertible Debt outstanding net of issuance costs, a reduction to additional paid-in capital of $128.3 million, net of estimated income tax effects, to remove the equity component separately recorded for the conversion features associated with the Convertible Debt, a decrease to deferred tax liabilities, and a cumulative-effect adjustment of $46.5 million, net of estimated income tax effects, to increase the opening balance of retained earnings as of April 1, 2022. The required use of the if-converted method in calculating diluted earnings per share did not increase the number of potentially dilutive shares in fiscal 2023 as the Company irrevocably elected cash settlement for the principal amount of its Convertible Debt on April 1, 2022.
In November 2021, the FASB issued ASU 2021-10-Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance which aims at increasing the transparency of government assistance received by most business entities. The standard requires business entities to make annual disclosures about the nature of the transactions and the
F-16
related accounting policy used to account for the transactions, the line items and applicable amounts on the balance sheet and income statement that are affected by the transactions, and significant terms and conditions of the transactions, including commitments and contingencies. If an entity omits any required disclosures because it is legally prohibited, it must disclose that fact. The Company adopted this standard in fiscal 2023 (see "Government Incentives" for further information).
Note 2. Net Sales
The following table represents the Company's net sales by product line (in millions):
| Fiscal Year Ended March 31, | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||
| Mixed-signal microcontrollers | $ | 4,755.7 | $ | 3,814.8 | $ | 2,961.0 | |||||||||||||||||||||||||||||||||||
| Analog | 2,376.9 | 1,939.1 | 1,519.8 | ||||||||||||||||||||||||||||||||||||||
| Other | 1,306.1 | 1,067.0 | 957.6 | ||||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 8,438.7 | $ | 6,820.9 | $ | 5,438.4 |
The product lines listed above are included entirely in the Company's semiconductor product segment with the exception of the other product line, which includes products from both the semiconductor product and technology licensing segments.
The following table represents the Company's net sales by customer type (in millions):
| Fiscal Year Ended March 31, | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||
| Distributors | $ | 3,993.6 | $ | 3,248.7 | $ | 2,737.4 | |||||||||||||||||||||||||||||||||||
| Direct customers | 4,284.1 | 3,450.2 | 2,598.1 | ||||||||||||||||||||||||||||||||||||||
| Licensees | 161.0 | 122.0 | 102.9 | ||||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 8,438.7 | $ | 6,820.9 | $ | 5,438.4 |
Distributors are customers that buy products with the intention of reselling them. Distributors generally have a distributor agreement with the Company to govern the terms of the relationship. Direct customers are non-distributor customers, which generally do not have a master sales agreement with the Company. The Company's direct customers primarily consist of OEMs and, to a lesser extent, contract manufacturers. Licensees are customers of the Company's technology licensing segment, which include purchasers of intellectual property and customers that have licensing agreements to use the Company's SuperFlash® embedded flash technology. All of the customer types listed in the table above are included in the Company's semiconductor product segment with the exception of licensees, which is included in the technology licensing segment.
Substantially all of the Company's net sales are recognized from contracts with customers.
Semiconductor Product Segment
For contracts related to the purchase of semiconductor products, the Company satisfies its performance obligation when control of the ordered product transfers to the customer. The timing of the transfer of control depends on the agreed upon shipping terms with the customer, but generally occurs upon shipment, which is when physical possession of the product has been transferred and legal title of the product transfers to the customer. Payment is generally due within 30 days of the ship date. Payment is generally collected after the Company satisfies its performance obligation. Also, the Company usually does not record contract assets because the Company has an unconditional right to payment upon satisfaction of the performance obligation, and therefore, a receivable is more commonly recorded than a contract asset. Refer to Note 8 for the opening and closing balances of the Company's receivables.
The consideration received from customers is fixed, with the exception of consideration from certain distributors and customers under LTSAs. 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 which are recorded as refund liabilities within accrued liabilities on the Company's consolidated balance sheets.
F-17
The Company collects amounts in advance for certain of its contracts with customers. These amounts are deferred until control of the product or service is transferred to the customer at which time it is recognized as revenue. As of March 31, 2023, the Company had approximately $757.7 million of deferred revenue in the semiconductor product segment, of which $121.4 million is included within accrued liabilities and the remaining $636.3 million is included within other long-term liabilities on the Company's consolidated balance sheet. As of March 31, 2022, the Company had approximately $117.6 million of deferred revenue in the semiconductor product segment, of which $73.2 million is included within accrued liabilities and the remaining $44.4 million is included within other long-term liabilities on the Company's consolidated balance sheets. Deferred revenue represents amounts that have been invoiced in advance which are expected to be recognized as revenue in future periods. Approximately $73.2 million of deferred revenue recorded on the Company's consolidated balance sheets as of March 31, 2022, was recognized as revenue during fiscal 2023. This amount was immaterial for each of fiscal 2022 and fiscal 2021.
Of the $757.7 million of deferred revenue as of March 31, 2023, $674.7 million is cash collected from customers under the LTSAs of which $57.5 million is included within accrued liabilities and $617.2 million is included within other long-term liabilities. Under these LTSAs, the Company receives an upfront deposit from the customer in exchange for assured supply over the contract period, which typically ranges from three to five years. If the customer does not meet the minimum purchase commitments defined in the contract, the Company may retain all, or portions of, the deposit as revenue. If the Company fails to assure supply as defined in the contract, the deposit, or portions of it, will be returned to the customer. The remaining performance obligations for the LTSAs were approximately $4.18 billion as of March 31, 2023, of which approximately 15% is expected to be recognized as net sales during the next 12 months. The amount and timing of such net sales is uncertain because it depends on the satisfaction of commitments made in the LTSAs, which may be affected by the timing and amount of orders placed by customers, contract modifications, variable consideration, sales channels, and manufacturing and supply chain challenges. The remaining $83.0 million of deferred revenue as of March 31, 2023 is related to other cash payments received from customers in advance of the Company’s performance obligations being satisfied. Most of the $83.0 million will be recognized as net sales within the next 12 months.
In addition to the LTSAs, a portion of the Company's non-LTSA customer contracts contain firmly committed orders beyond 12 months at the time of order. The transaction price for these orders with remaining performance obligations as of March 31, 2023 for orders with initial durations in excess of 12 months approximates 55% of fiscal 2023 net sales, of which approximately 85% is expected to be recognized over the next 12 months. The amount and timing of such net sales is inherently uncertain because the ultimate transaction prices will be affected by variable consideration which is subject to change based upon market conditions at the time of the sale, contract modifications, and manufacturing and supply chain challenges. Accordingly, the amount may not be indicative of net sales in future periods.
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 generally does not record contract assets due to the fact that the Company has an unconditional right to payment upon satisfaction of the performance obligation, and therefore, the Company recognizes a receivable instead of a contract asset. Refer to Note 8 for the opening and closing balances of the Company's receivables.
Note 3**.** Geographic and Segment Information
The Company's reportable segments are semiconductor products and technology licensing. The Company does not allocate operating expenses, interest income, interest expense, other income or expense, or provision for or benefit from income taxes to these segments for internal reporting purposes, as the Company does not believe that allocating these expenses is beneficial in evaluating segment performance. Additionally, the Company does not allocate assets to segments for internal reporting purposes as it does not manage its segments by such metrics.
F-18
The following table represents net sales and gross profit for each segment (in millions):
| Fiscal Year Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||
| Net Sales | Gross Profit | Net Sales | Gross Profit | Net Sales | Gross Profit | ||||||||||||||||||||||||||||||
| Semiconductor products | $ | 8,277.7 | $ | 5,536.9 | $ | 6,698.9 | $ | 4,327.6 | $ | 5,335.5 | $ | 3,275.9 | |||||||||||||||||||||||
| Technology licensing | 161.0 | 161.0 | 122.0 | 122.0 | 102.9 | 102.9 | |||||||||||||||||||||||||||||
| Total | $ | 8,438.7 | $ | 5,697.9 | $ | 6,820.9 | $ | 4,449.6 | $ | 5,438.4 | $ | 3,378.8 |
The Company sells its products to distributors and OEMs in a broad range of market segments, performs on-going credit evaluations of its customers and, as deemed necessary, may require collateral, primarily letters of credit. The Company's operations outside the U.S. consist of product assembly and final test facilities in Thailand, and sales and support centers and design centers in certain foreign countries. Domestic operations are responsible for the design, development and wafer fabrication of products, as well as the coordination of production planning and shipping to meet worldwide customer commitments. The Company's Thailand assembly and test facility is reimbursed in relation to value added with respect to assembly and test operations and other functions performed, and certain foreign sales offices receive compensation for sales within their territory. Accordingly, for financial statement purposes, it is not meaningful to segregate sales or operating profits for the assembly and test and foreign sales office operations. Identifiable long-lived assets (consisting of property, plant and equipment net of accumulated depreciation and ROU assets) by geographic area are as follows (in millions):
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| United States | $ | 793.4 | $ | 595.5 | |||||||
| Thailand | 179.4 | 207.9 | |||||||||
| Various other countries | 359.1 | 317.8 | |||||||||
| Total long-lived assets | $ | 1,331.9 | $ | 1,121.2 |
Sales to unaffiliated customers located outside the U.S., primarily in Asia and Europe, aggregated approximately 78% of consolidated net sales for each of fiscal 2023 and fiscal 2022 and approximately 77% of consolidated net sales for fiscal 2021. Sales to customers in Europe represented approximately 21%, 20% and 19% of consolidated net sales for fiscal 2023, fiscal 2022 and fiscal 2021, respectively. Sales to customers in Asia represented approximately 53% of consolidated net sales for fiscal 2023 and approximately 55% of consolidated net sales for each of fiscal 2022 and fiscal 2021. Within Asia, sales into China represented approximately 21% of consolidated net sales for fiscal 2023 and approximately 22% of consolidated net sales for each of fiscal 2022 and fiscal 2021. Sales into Taiwan represented approximately 14%, 15% and 16% of consolidated net sales for fiscal 2023, 2022 and 2021, respectively. Sales into any other individual foreign country did not exceed 10% of the Company's net sales for any of the three years presented.
With the exception of Arrow Electronics, the Company's largest distributor, which accounted for 11% of net sales in fiscal 2023, no other distributor or direct customer accounted for more than 10% of net sales in each of fiscal 2023, fiscal 2022 and fiscal 2021.
Note 4**.** Net Income Per Common Share
The following table sets forth the computation of basic and diluted net income per common share (in millions, except per share amounts):
| Fiscal Year Ended March 31, | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||
| Net income | $ | 2,237.7 | $ | 1,285.5 | $ | 349.4 | |||||||||||||||||||||||||||||||||||
| Basic weighted average common shares outstanding | 550.4 | 552.3 | 519.2 | ||||||||||||||||||||||||||||||||||||||
| Dilutive effect of stock options and RSUs | 5.2 | 7.1 | 7.0 | ||||||||||||||||||||||||||||||||||||||
| Dilutive effect of 2015 Senior Convertible Debt | 0.6 | 2.6 | 9.4 | ||||||||||||||||||||||||||||||||||||||
| Dilutive effect of 2017 Senior Convertible Debt | 1.0 | 3.1 | 3.4 | ||||||||||||||||||||||||||||||||||||||
| Dilutive effect of 2017 Junior Convertible Debt | 0.1 | 0.8 | 2.2 | ||||||||||||||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | 557.3 | 565.9 | 541.2 | ||||||||||||||||||||||||||||||||||||||
| Basic net income per common share | $ | 4.07 | $ | 2.33 | $ | 0.67 | |||||||||||||||||||||||||||||||||||
| Diluted net income per common share | $ | 4.02 | $ | 2.27 | $ | 0.65 |
F-19
The Company computed basic net income per common share based on the weighted average number of common shares outstanding during the period. The Company computed diluted net income per common share based on the weighted average number of common shares outstanding plus potentially dilutive common shares outstanding during the period.
Potentially dilutive common shares from employee equity incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding RSUs. Prior to conversion of its Convertible Debt, 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 if-converted method beginning April 1, 2022 due to the adoption of ASU 2020-06 (see Note 1 for details on adoption of ASU 2020-06). The Company's Convertible Debt has no impact on diluted net income per common share unless the average price of the Company's common stock exceeds the conversion price because the Company is required to settle the principal amount of the Convertible Debt in cash upon conversion.
The following is the weighted average conversion price per share used in calculating the dilutive effect (see Note 5 for details on the Convertible Debt):
| Fiscal Year Ended March 31, | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||
| 2015 Senior Convertible Debt | $ | 29.58 | $ | 30.10 | $ | 30.45 | |||||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt | $ | 46.14 | $ | 46.93 | $ | 47.48 | |||||||||||||||||||||||||||||||||||
| 2020 Senior Convertible Debt | $ | 92.82 | $ | 93.34 | $ | 93.43 | |||||||||||||||||||||||||||||||||||
| 2017 Junior Convertible Debt | $ | 45.32 | $ | 46.10 | $ | 46.65 |
Note 5**.** Debt
Debt obligations included in the consolidated balance sheets consisted of the following (in millions):
| Coupon Interest Rate | Effective Interest Rate | March 31, | ||||||||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||||||||
| Revolving Credit Facility | $ | 100.0 | $ | 1,399.1 | ||||||||||||||||||||||
| 4.333% 2023 Notes(1) | 4.333% | 4.7% | 1,000.0 | 1,000.0 | ||||||||||||||||||||||
| 2.670% 2023 Notes(1) | 2.670% | 2.8% | 1,000.0 | 1,000.0 | ||||||||||||||||||||||
| 0.972% 2024 Notes(1) | 0.972% | 1.1% | 1,400.0 | 1,400.0 | ||||||||||||||||||||||
| 0.983% 2024 Notes(1) | 0.983% | 1.1% | 1,000.0 | 1,000.0 | ||||||||||||||||||||||
| 4.250% 2025 Notes(1) | 4.250% | 4.6% | 1,200.0 | 1,200.0 | ||||||||||||||||||||||
| Total Senior Indebtedness(2) | 5,700.0 | 6,999.1 | ||||||||||||||||||||||||
| Senior Subordinated Convertible Debt - Principal Outstanding | ||||||||||||||||||||||||||
| 2015 Senior Convertible Debt | 1.625% | 1.8% | 12.4 | 34.4 | ||||||||||||||||||||||
| 2017 Senior Convertible Debt | 1.625% | 1.8% | 82.2 | 128.1 | ||||||||||||||||||||||
| 2020 Senior Convertible Debt | 0.125% | 0.5% | 665.5 | 665.5 | ||||||||||||||||||||||
| Junior Subordinated Convertible Debt - Principal Outstanding | ||||||||||||||||||||||||||
| 2017 Junior Convertible Debt | 2.250% | 2.3% | 6.5 | 10.1 | ||||||||||||||||||||||
| Total Convertible Debt | 766.6 | 838.1 | ||||||||||||||||||||||||
| Gross long-term debt including current maturities | 6,466.6 | 7,837.2 | ||||||||||||||||||||||||
| Less: Debt discount(3) | (10.4) | (124.6) | ||||||||||||||||||||||||
| Less: Debt issuance costs(4) | (16.3) | (25.2) | ||||||||||||||||||||||||
| Net long-term debt including current maturities | 6,439.9 | 7,687.4 | ||||||||||||||||||||||||
| Less: Current maturities(5) | (1,398.2) | — | ||||||||||||||||||||||||
| Net long-term debt | $ | 5,041.7 | $ | 7,687.4 |
(1) The 4.333% 2023 Notes mature on June 1, 2023 and interest accrues at a rate of 4.333% per annum, payable semi-annually in arrears on June 1 and December 1 of each year. The 2.670% 2023 Notes mature on September 1, 2023 and interest accrues at a rate of 2.670% per annum, payable semi-annually in arrears on March 1 and September 1 of each year. The 0.972% 2024 Notes mature on February 15, 2024 and interest accrues at a rate of 0.972% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. The 0.983% 2024 Notes mature on September 1,
F-20
2024, and interest is payable semi-annually in arrears on March 1 and September 1 of each year. The 4.250% 2025 Notes mature on September 1, 2025 and interest accrues at a rate of 4.250% per annum, payable semi-annually in arrears on March 1 and September 1 of each year.
(2) All outstanding Senior Notes and the Revolving Credit Facility are senior unsecured debt. Prior to the December 2021 amendment, these debt obligations, with the exception of the 4.250% 2025 Notes, were senior secured debt.
(3) The unamortized discount consists of the following (in millions):
| March 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| 4.333% 2023 Notes | (0.2) | (1.3) | |||||||||||||||||||||
| 2.670% 2023 Notes | (0.4) | (1.3) | |||||||||||||||||||||
| 0.972% 2024 Notes | (1.2) | (2.5) | |||||||||||||||||||||
| 0.983% 2024 Notes | (1.3) | (2.2) | |||||||||||||||||||||
| 4.250% 2025 Notes | (7.3) | (10.2) | |||||||||||||||||||||
| 2015 Senior Convertible Debt | — | (3.7) | |||||||||||||||||||||
| 2017 Senior Convertible Debt | — | (23.4) | |||||||||||||||||||||
| 2020 Senior Convertible Debt | — | (75.3) | |||||||||||||||||||||
| 2017 Junior Convertible Debt | — | (4.7) | |||||||||||||||||||||
| Total unamortized discount | $ | (10.4) | $ | (124.6) |
As of April 1, 2022, the unamortized debt discount of the Convertible Debt was eliminated upon the Company's adoption of ASU 2020-06 (see Note 1 for further information).
(4) Debt issuance costs consist of the following (in millions):
| March 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Revolving Credit Facility | $ | (8.6) | $ | (10.6) | |||||||||||||||||||
| 4.333% 2023 Notes | (0.4) | (2.9) | |||||||||||||||||||||
| 2.670% 2023 Notes | (0.2) | (0.8) | |||||||||||||||||||||
| 0.972% 2024 Notes | (0.6) | (1.3) | |||||||||||||||||||||
| 0.983% 2024 Notes | (0.8) | (1.4) | |||||||||||||||||||||
| 4.250% 2025 Notes | (0.9) | (1.3) | |||||||||||||||||||||
| 2015 Senior Convertible Debt | — | (0.1) | |||||||||||||||||||||
| 2017 Senior Convertible Debt | (0.4) | (0.6) | |||||||||||||||||||||
| 2020 Senior Convertible Debt | (4.4) | (6.2) | |||||||||||||||||||||
| Total debt issuance costs | $ | (16.3) | $ | (25.2) |
(5) As of March 31, 2023, current maturities consisted of the 0.972% 2024 Notes which mature on February 15, 2024. As of March 31, 2023, the 2.670% 2023 Notes, which mature on September 1, 2023, and the 4.333% 2023 Notes, which mature on June 1, 2023, were excluded from current maturities as the Company has the intent and ability to utilize proceeds from its Revolving Credit Facility to refinance such notes on a long-term basis. As of March 31, 2023, and March 31, 2022, the 2015 Senior Convertible Debt, the 2017 Senior Convertible Debt and the 2017 Junior Convertible Debt were convertible and were excluded from current maturities as the Company has the intent and ability to utilize proceeds from its Revolving Credit Facility to settle the principal portion of its Convertible Debt upon conversion.
Expected maturities relating to the Company’s debt obligations as of March 31, 2023, are as follows (in millions):
| Fiscal year ending March 31, | Amount | |||||||
| 2024 | $ | 3,400.0 | ||||||
| 2025 | 1,677.9 | |||||||
| 2026 | 1,200.0 | |||||||
| 2027 | 182.2 | |||||||
| 2028 | — | |||||||
| Thereafter | 6.5 | |||||||
| Total | $ | 6,466.6 |
F-21
Ranking of Convertible Debt - Each series of Convertible Debt is an unsecured obligation which is subordinated in right of payment to the amounts outstanding under the Company's Senior Indebtedness. The 2017 Junior Convertible Debt is expressly subordinated in right of payment to any existing and future senior debt of the Company (including the Senior Indebtedness 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 Senior Indebtedness; ranks senior to the Company's indebtedness that is expressly subordinated in right of payment to it, including the 2017 Junior 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 and unsecured 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 (i) such time as the closing price of the Company's common stock exceeds the applicable conversion price (see table below) by 130% for 20 trading 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, (ii) 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 of a given series 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 applicable conversion rate on each such trading day or (iii) upon the occurrence of certain corporate events specified in the indenture of such series of Convertible Debt. In addition, for each series, with the exception of the 2020 Senior Convertible Debt, 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). On April 1, 2022, the Company irrevocably elected cash settlement for the principal amount of its Convertible Debt. See Note 1 for further information.
The following table sets forth the applicable conversion rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable incremental share factors and maximum conversion rates as adjusted for dividends paid since the applicable issuance date:
| Dividend adjusted rates as of March 31, 2023 | |||||||||||||||||||||||
| Conversion Rate | Approximate Conversion Price | Incremental Share Factor | Maximum Conversion Rate | ||||||||||||||||||||
| 2015 Senior Convertible Debt(1) | 34.0221 | $ | 29.39 | 17.0128 | 47.6300 | ||||||||||||||||||
| 2017 Senior Convertible Debt(1) | 21.8163 | $ | 45.84 | 10.9089 | 31.0884 | ||||||||||||||||||
| 2020 Senior Convertible Debt(1) | 10.8048 | $ | 92.55 | — | 15.1267 | ||||||||||||||||||
| 2017 Junior Convertible Debt(1) | 22.2061 | $ | 45.03 | 11.1042 | 31.0884 | ||||||||||||||||||
(1) As of March 31, 2023, the 2020 Senior Convertible Debt was not convertible. As of March 31, 2023, the holders of each of the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt have the right to convert their notes between April 1, 2023 and June 30, 2023 because the Company's common stock price has exceeded the applicable conversion price for such series by 130% for the specified period of time during the quarter ended March 31, 2023. As of March 31, 2023, the adjusted conversion rate for the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt would be increased to 45.0663 shares of common stock, 26.7568 shares of common stock, and 27.3417 shares of common stock, respectively, per $1,000 principal amount of notes based on the closing price of $83.78 per share of common stock to include an additional maximum incremental share rate per the terms of the applicable indenture. As of March 31, 2023, each of the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt had a conversion value in excess of par of $34.5 million, $102.1 million, and $8.4 million, respectively.
With the exception of the 2020 Senior Convertible Debt, which became redeemable by the Company after November 20, 2022, 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. Under the terms of the applicable indenture, the Company may repurchase any
F-22
series of Convertible Debt in the open market or through privately negotiated exchange offers. Upon the occurrence of a fundamental change, as defined in the applicable indenture of such series of Convertible Debt, holders of such series may require the Company to purchase all or a portion of their Convertible Debt for cash at a price equal to 100% of the principal amount plus any accrued and unpaid interest.
Interest expense consists of the following (in millions):
| Fiscal Year Ended March 31, | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||
| Debt issuance cost amortization | $ | 6.8 | $ | 9.1 | $ | 14.7 | |||||||||||||||||||||||||||||||||||
| Debt discount amortization | 7.2 | 7.0 | 6.6 | ||||||||||||||||||||||||||||||||||||||
| Interest expense | 179.3 | 187.1 | 227.4 | ||||||||||||||||||||||||||||||||||||||
| Total interest expense on Senior Indebtedness | 193.3 | 203.2 | 248.7 | ||||||||||||||||||||||||||||||||||||||
| Debt issuance cost amortization | 2.7 | 2.4 | 2.4 | ||||||||||||||||||||||||||||||||||||||
| Debt discount amortization | — | 37.9 | 64.5 | ||||||||||||||||||||||||||||||||||||||
| Coupon interest expense | 2.9 | 8.1 | 37.6 | ||||||||||||||||||||||||||||||||||||||
| Total interest expense on Convertible Debt | 5.6 | 48.4 | 104.5 | ||||||||||||||||||||||||||||||||||||||
| Other interest expense | 5.0 | 5.4 | 3.7 | ||||||||||||||||||||||||||||||||||||||
| Total interest expense | $ | 203.9 | $ | 257.0 | $ | 356.9 |
The Company's debt settlement transactions consists of the following (in millions)(1):
| Principal Amount Settled | Consideration | Fair Value Settled(2) | Equity Component(2) | Net Loss on Inducements and Settlements | ||||||||||||||||||||||||||||||||||||||||||||||
| Cash Paid | Value of Shares Issued | Debt Issued | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| August 2022*(3)* | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2015 Senior Convertible Debt | $ | 22.0 | $ | 67.7 | — | — | $ | 67.7 | — | — | $ | 1.3 | ||||||||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt | $ | 14.9 | $ | 29.2 | — | — | $ | 29.2 | — | — | $ | 0.8 | ||||||||||||||||||||||||||||||||||||||
| May 2022*(3)* | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt | $ | 31.0 | $ | 65.3 | — | — | $ | 65.3 | — | — | $ | 5.9 | ||||||||||||||||||||||||||||||||||||||
| 2017 Junior Convertible Debt | $ | 3.6 | $ | 8.2 | — | — | $ | 8.2 | — | — | $ | 0.3 | ||||||||||||||||||||||||||||||||||||||
| February 2022*(3)* | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt | $ | 64.9 | $ | 64.9 | $ | 74.6 | — | $ | 139.5 | $ | 60.0 | $ | 75.5 | $ | 11.8 | |||||||||||||||||||||||||||||||||||
| December 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2015 Senior Convertible Debt(3) | $ | 36.6 | $ | 36.6 | $ | 103.9 | — | $ | 140.5 | $ | 36.2 | $ | 104.2 | $ | 4.1 | |||||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt(3) | $ | 39.7 | $ | 39.7 | $ | 61.4 | — | $ | 101.1 | $ | 37.4 | $ | 63.0 | $ | 6.3 | |||||||||||||||||||||||||||||||||||
| 2017 Junior Convertible Debt(3) | $ | 19.9 | $ | 19.9 | $ | 31.6 | — | $ | 51.5 | $ | 15.7 | $ | 35.9 | $ | 5.1 | |||||||||||||||||||||||||||||||||||
| Revolving Credit Facility(4) | — | — | — | — | — | — | — | $ | 0.6 | |||||||||||||||||||||||||||||||||||||||||
| August 2021*(5)* | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2015 Senior Convertible Debt | $ | 70.4 | $ | 70.4 | $ | 159.9 | — | $ | 230.3 | $ | 71.0 | $ | 158.9 | $ | 10.6 | |||||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt | $ | 100.7 | $ | 100.7 | $ | 123.5 | — | $ | 224.2 | $ | 100.0 | $ | 113.0 | $ | 31.5 | |||||||||||||||||||||||||||||||||||
| 2017 Junior Convertible Debt | $ | 92.5 | $ | 92.5 | $ | 115.8 | — | $ | 208.3 | $ | 87.7 | $ | 116.6 | $ | 43.1 | |||||||||||||||||||||||||||||||||||
| June 2021*(6)* | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 3.922% 2021 Notes | $ | 1,000.0 | $ | 1,000.0 | — | — | $ | 1,000.0 | — | — | $ | 0.3 | ||||||||||||||||||||||||||||||||||||||
| February 2021*(5)* | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2015 Senior Convertible Debt | $ | 81.0 | $ | 81.0 | $ | 206.5 | — | $ | 287.5 | $ | 79.2 | $ | 208.1 | $ | 10.7 | |||||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt | $ | 122.2 | $ | 122.2 | $ | 166.4 | — | $ | 288.6 | $ | 115.9 | $ | 168.2 | $ | 25.5 |
F-23
| Principal Amount Settled | Consideration | Fair Value Settled(2) | Equity Component(2) | Net Loss on Inducements and Settlements | ||||||||||||||||||||||||||||||||||||||||||||||
| Cash Paid | Value of Shares Issued | Debt Issued | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| 2017 Junior Convertible Debt | $ | 156.0 | $ | 156.0 | $ | 217.9 | — | $ | 373.9 | $ | 129.8 | $ | 243.9 | $ | 49.4 | |||||||||||||||||||||||||||||||||||
| December 2020*(7)* | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2015 Senior Convertible Debt | $ | 90.0 | $ | 48.5 | $ | 221.0 | — | $ | 269.5 | $ | 79.4 | $ | 184.5 | $ | 9.4 | |||||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt | $ | 588.8 | $ | 155.4 | $ | 408.7 | $ | 601.5 | $ | 1,165.6 | $ | 486.7 | $ | 655.3 | $ | 57.0 | ||||||||||||||||||||||||||||||||||
| 2017 Junior Convertible Debt | $ | 407.7 | $ | 225.0 | $ | 530.4 | $ | 64.0 | $ | 819.4 | $ | 246.3 | $ | 547.1 | $ | 62.8 | ||||||||||||||||||||||||||||||||||
| Term Loan Facility | $ | 1,705.7 | $ | 1,705.7 | — | — | $ | 1,705.7 | — | — | $ | 12.9 | ||||||||||||||||||||||||||||||||||||||
| August 2020*(5)* | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2015 Senior Convertible Debt | $ | 414.3 | $ | 414.3 | $ | 547.6 | — | $ | 961.9 | $ | 351.7 | $ | 592.3 | $ | 25.0 | |||||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt | $ | 381.8 | $ | 381.8 | $ | 221.1 | — | $ | 602.9 | $ | 299.0 | $ | 292.2 | $ | 20.1 | |||||||||||||||||||||||||||||||||||
| June 2020*(8)* | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2015 Senior Convertible Debt | $ | 383.3 | $ | 383.3 | $ | 405.1 | — | $ | 788.4 | $ | 314.4 | $ | 464.4 | $ | 7.8 | |||||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt | $ | 643.9 | $ | 643.9 | $ | 246.4 | — | $ | 890.3 | $ | 481.0 | $ | 390.9 | $ | 13.7 | |||||||||||||||||||||||||||||||||||
| Term Loan Facility | $ | 17.8 | $ | 17.8 | $ | — | — | $ | 17.8 | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Bridge Loan Facility | $ | 615.0 | $ | 615.0 | $ | — | — | $ | 615.0 | — | — | $ | 5.3 |
(1) The Company settled portions of its convertible debt in privately negotiated transactions that are accounted for as induced conversions.
(2) Prior to adoption of ASU 2020-06, the total consideration for the convertible debt settlements was allocated to the liability and equity components using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument prior to the settlement.
(3) The Company used cash generated from operations to finance a portion of such settlement.
(4) In connection with the amendment and restatement of its Credit Agreement, the Company recognized a loss on settlement of debt of $0.6 million.
(5) The Company used borrowings under its Revolving Credit Facility to finance a portion of such settlement.
(6) The Company used proceeds from the issuance of the 0.983% 2024 Notes to finance a portion of such settlement.
(7) The Company used proceeds from the issuance of $665.5 million principal amount of 2020 Senior Convertible Debt and used borrowings under its Revolving Credit Facility to finance a portion of such settlement. The Company also issued $1.40 billion aggregate principal amount of 0.972% 2024 Notes and used the proceeds in addition to $213.0 million in borrowings under its Revolving Credit Facility, and cash on hand to repay all amounts outstanding under its Term Loan Facility.
(8) The Company used a portion of the proceeds from the issuance of the 2.670% 2023 Notes and the 4.250% 2025 Notes to (i) finance a portion of such settlement, and (ii) repay a portion of the amount outstanding under the Company's existing Revolving Credit Facility as well as for general corporate purposes.
In December 2020, in connection with the issuance of the 2020 Senior Convertible Debt, the Company incurred issuance costs of $10.8 million. Interest on the 2020 Senior Convertible Debt is payable semi-annually in arrears on May 15 and November 15 of each year. In connection with the issuance of the 2020 Senior Convertible Debt, the Company entered into capped call option transactions with several financial institutions at a cost of $35.8 million. The capped call options cover, subject to anti-dilution adjustments, the number of shares of the Company’s common stock initially underlying the 2020 Senior Convertible Debt. Upon conversion of the 2020 Senior Convertible Debt, the Company may exercise the capped call options subject to a cap strike price of $116.79 per share which would reduce the potential dilution to the Company’s common stock or offset any cash payments the Company is required to make in excess of the principal amount of converted notes. Upon conversion of the 2020 Senior Convertible Debt, there will be no economic dilution from the notes until the average market price of the Company’s common stock exceeds the cap price of $116.79 per share, as the exercise of the capped call options will offset any dilution from the 2020 Senior Convertible Debt from the conversion price up to the cap price. As these transactions meet certain accounting criteria, the capped call options are recorded as a reduction of stockholders' equity and are not accounted for as derivatives.
F-24
Senior Notes
The Company may, at its option, redeem some or all of the applicable series of Senior Notes in the manner set forth in the indenture governing the applicable series of Senior Notes. If the Company experiences a specified change of control triggering event set forth in the indenture governing the applicable series of Senior Notes, the Company must offer to repurchase each of the notes of such series at a price equal to 101% of the principal amount of each note of such series repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
Each indenture governing the applicable series of Senior Notes contains certain customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, create or incur certain liens, and enter into sale and leaseback transactions, and consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, to another person. These covenants are subject to a number of limitations and exceptions set forth in the indenture governing the applicable series of Senior Notes.
Each series of Senior Notes is guaranteed by certain of the Company's subsidiaries that have also guaranteed the obligations under the Credit Agreement and under the Company’s existing Senior Indebtedness. In the future, each subsidiary of the Company that is a guarantor or other obligor of the Credit Agreement is required to guarantee each series of Senior Notes.
Senior Credit Facilities
In December 2021, the Company amended and restated the Credit Agreement in its entirety. In connection therewith, the collateral securing the Credit Agreement prior to such amendment and restatement was released. The amended and restated Credit Agreement provides for an unsecured revolving loan facility up to $2.75 billion that terminates on December 16, 2026. The Credit Agreement also permits the Company, subject to certain conditions, to add one or more incremental term loan facilities or increase the revolving loan commitments up to $750.0 million.
The revolving loans bear interest, at the Company’s option, at the base rate plus a spread of 0.125% to 0.50%, an adjusted daily simple SOFR rate (or SONIA rate in the case of loans denominated in pounds sterling) plus a spread of 1.125% to 1.50%, or an adjusted term SOFR or adjusted EURIBOR rate (based on one, three or six-month interest periods) plus a spread of 1.125% to 1.50%, in each case, with such spread being determined based on the credit ratings for certain of the Company’s senior, unsecured debt. The base rate means the highest of the prime rate, the federal funds rate plus a margin equal to 0.50% and the adjusted term SOFR rate for a one-month interest period plus a margin equal to 1.00%. 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 term SOFR or adjusted EURIBOR rates.
The Company's obligations under the Credit Agreement are guaranteed by certain of its subsidiaries meeting materiality thresholds. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, incur subsidiary indebtedness, grant liens, merge or consolidate, dispose of substantially all assets, make investments, make acquisitions, enter into certain transactions with affiliates, pay dividends or make distributions, repurchase stock, enter into restrictive agreements, 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 total leverage ratio and an interest coverage ratio, all measured quarterly and calculated on a consolidated basis. As of March 31, 2023, the Company was in compliance with these financial covenants.
Note 6**.** Fair Value of Financial Instruments
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.
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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 investments materially approximated fair value at March 31, 2023 based upon unobservable inputs. The fair values of these investments have been determined as Level 3 fair value measurements. The carrying amount of accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short-term maturity of the amounts and are considered Level 2 in the fair value hierarchy.
The fair value of the Company's Revolving Credit Facility is estimated using discounted cash flow analysis, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of the Company's Revolving Credit Facility at March 31, 2023 approximated the carrying value excluding debt discounts and debt issuance costs and are considered Level 2 in the fair value hierarchy. The Company measures the fair value of its Convertible Debt and Senior Notes for disclosure purposes. These fair values are based on observable market prices for this debt, which is traded in less active markets and are therefore classified as a Level 2 fair value measurement.
The following table shows the carrying amounts and fair values of the Company's debt obligations (in millions):
| March 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Carrying Amount(1) | Fair Value | Carrying Amount(1) | Fair Value | ||||||||||||||||||||
| Revolving Credit Facility | $ | 91.4 | $ | 100.0 | $ | 1,388.5 | $ | 1,399.1 | |||||||||||||||
| 4.333% 2023 Notes | 999.4 | 997.1 | 995.8 | 1,017.1 | |||||||||||||||||||
| 2.670% 2023 Notes | 999.4 | 985.4 | 997.9 | 997.7 | |||||||||||||||||||
| 0.972% 2024 Notes | 1,398.2 | 1,337.6 | 1,396.2 | 1,343.9 | |||||||||||||||||||
| 0.983% 2024 Notes | 997.9 | 941.9 | 996.4 | 946.3 | |||||||||||||||||||
| 4.250% 2025 Notes | 1,191.8 | 1,176.0 | 1,188.5 | 1,213.6 | |||||||||||||||||||
| 2015 Senior Convertible Debt | 12.4 | 41.8 | 30.6 | 115.4 | |||||||||||||||||||
| 2017 Senior Convertible Debt | 81.8 | 189.6 | 104.1 | 285.6 | |||||||||||||||||||
| 2020 Senior Convertible Debt | 661.1 | 732.1 | 584.0 | 765.5 | |||||||||||||||||||
| 2017 Junior Convertible Debt | 6.5 | 14.5 | 5.4 | 21.7 | |||||||||||||||||||
| Total | $ | 6,439.9 | $ | 6,516.0 | $ | 7,687.4 | $ | 8,105.9 | |||||||||||||||
(1) The carrying amounts presented are net of debt discounts and debt issuance costs (see Note 5 for further information).
Note 7**.** Intangible Assets and Goodwill
Net amounts excluding fully amortized intangible assets, consist of the following (in millions):
| March 31, 2023 | ||||||||||||||||||||
| Gross Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||
| Core and developed technology | $ | 7,296.2 | $ | (4,103.4) | $ | 3,192.8 | ||||||||||||||
| Customer-related | 199.8 | (128.0) | 71.8 | |||||||||||||||||
| In-process research and development | 5.7 | — | 5.7 | |||||||||||||||||
| Software licenses | 211.7 | (113.0) | 98.7 | |||||||||||||||||
| Distribution rights and other | 0.3 | (0.3) | — | |||||||||||||||||
| Total | $ | 7,713.7 | $ | (4,344.7) | $ | 3,369.0 |
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| March 31, 2022 | ||||||||||||||||||||
| Gross Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||
| Core and developed technology | $ | 7,390.2 | $ | (3,571.5) | $ | 3,818.7 | ||||||||||||||
| Customer-related | 200.3 | (112.4) | 87.9 | |||||||||||||||||
| In-process research and development | 6.4 | — | 6.4 | |||||||||||||||||
| Software licenses | 191.2 | (61.2) | 130.0 | |||||||||||||||||
| Distribution rights and other | 0.4 | (0.3) | 0.1 | |||||||||||||||||
| Total | $ | 7,788.5 | $ | (3,745.4) | $ | 4,043.1 |
The following is an expected amortization schedule for the intangible assets for fiscal 2024 through fiscal 2028, absent any future acquisitions or impairment charges (in millions):
| Fiscal Year Ending March 31, | Amortization Expense | |||||||
| 2024 | $ | 674.9 | ||||||
| 2025 | $ | 540.6 | ||||||
| 2026 | $ | 469.9 | ||||||
| 2027 | $ | 380.8 | ||||||
| 2028 | $ | 296.0 |
The Company amortizes intangible assets over their expected useful lives, which range between 1 and 15 years. Amortization expense attributed to intangible assets are assigned to cost of sales and operating expenses as follows (in millions):
| Fiscal Year Ended March 31, | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||
| Amortization expense charged to cost of sales | $ | 15.8 | $ | 12.4 | $ | 9.4 | |||||||||||||||||||||||||||||||||||
| Amortization expense charged to operating expense | 737.9 | 922.0 | 983.3 | ||||||||||||||||||||||||||||||||||||||
| Total amortization expense | $ | 753.7 | $ | 934.4 | $ | 992.7 |
The Company recognized impairment charges of $1.8 million in fiscal 2023 and $3.0 million in fiscal 2022. There were no impairment charges in fiscal 2021.
Goodwill activity by segment was as follows (in millions):
| Semiconductor Products Reporting Unit | Technology Licensing Reporting Unit | ||||||||||
| Balance at March 31, 2021 | $ | 6,651.4 | $ | 19.2 | |||||||
| Additions | 3.0 | — | |||||||||
| Balance at March 31, 2022 | $ | 6,654.4 | $ | 19.2 | |||||||
| Additions | — | — | |||||||||
| Balance at March 31, 2023 | $ | 6,654.4 | $ | 19.2 |
At March 31, 2023, the Company applied a qualitative goodwill impairment test to its two reporting units, concluding it was not more likely than not that goodwill was impaired. Through March 31, 2023, the Company has never recorded a goodwill impairment charge.
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Note 8**.** Other Financial Statement Details
Accounts Receivable
Accounts receivable consists of the following (in millions):
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Trade accounts receivable | $ | 1,300.4 | $ | 1,069.5 | |||||||
| Other | 13.5 | 9.3 | |||||||||
| Total accounts receivable, gross | 1,313.9 | 1,078.8 | |||||||||
| Less: allowance for expected credit losses | 8.6 | 6.2 | |||||||||
| Total accounts receivable, net | $ | 1,305.3 | $ | 1,072.6 |
The Company sells certain of its trade accounts receivable on a non-recourse basis to a third-party financial institution pursuant to a factoring arrangement. The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the consolidated statements of cash flows. Total trade accounts receivable sold under the factoring arrangement were $775.0 million and $485.5 million during fiscal 2023 and fiscal 2022, respectively. Factoring fees for the sales of receivables were recorded in other income (loss), net and were not material for any of the periods presented. After the sale of its trade accounts receivable, the Company will collect payment from the customer and remit it to the third-party financial institution. The amount of trade accounts receivable sold for which cash has not been collected from the customer is immaterial as of March 31, 2023, and 2022.
Inventories
The components of inventories consist of the following (in millions):
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Raw materials | $ | 192.6 | $ | 163.0 | |||||||
| Work in process | 809.8 | 482.8 | |||||||||
| Finished goods | 322.5 | 208.6 | |||||||||
| Total inventories | $ | 1,324.9 | $ | 854.4 |
Property, Plant and Equipment
Property, plant and equipment consists of the following (in millions):
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Land | $ | 89.3 | $ | 88.2 | |||||||
| Building and building improvements | 716.4 | 674.4 | |||||||||
| Machinery and equipment | 2,669.1 | 2,471.6 | |||||||||
| Projects in process | 354.3 | 182.4 | |||||||||
| Total property, plant and equipment, gross | 3,829.1 | 3,416.6 | |||||||||
| Less: accumulated depreciation and amortization | 2,651.2 | 2,448.7 | |||||||||
| Total property, plant and equipment, net | $ | 1,177.9 | $ | 967.9 |
Depreciation expense attributed to property, plant and equipment was $244.7 million, $209.1 million and $160.6 million for the fiscal years ended March 31, 2023, 2022 and 2021, respectively. The increases in depreciation expense in the fiscal years ended March 31, 2023, and March 31, 2022, includes the impact of current production levels, manufacturing expansion activities and moving and repurposing floor space and equipment. As of March 31, 2023, the Company recorded $81.0 million of investment tax credits for qualifying capital expenditures under the CHIPS Act as a reduction to property, plant and equipment.
The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount of such assets may not be recoverable. For the three years ended March 31, 2023, the Company’s evaluation of its property, plant and equipment did not result in any material impairments.
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Accrued Liabilities
Accrued liabilities consists of the following (in millions):
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Accrued compensation and benefits | $ | 193.5 | $ | 213.7 | |||||||
| Income taxes payable | 106.2 | 121.5 | |||||||||
| Deferred revenue | 121.4 | 73.2 | |||||||||
| Sales related reserves | 536.1 | 334.9 | |||||||||
| Current portion of lease liabilities | 31.5 | 33.8 | |||||||||
| Accrued expenses and other liabilities | 334.8 | 277.2 | |||||||||
| Total accrued liabilities | $ | 1,323.5 | $ | 1,054.3 |
Note 9**.** Leases
Operating lease arrangements are comprised primarily of real estate and equipment agreements for which the ROU assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included in accrued liabilities or other long-term liabilities in the consolidated balance sheets. There are certain immaterial finance leases recorded in the consolidated balance sheets. The Company has elected to account for the lease and non-lease components as a single lease component.
The Company's leases are included as a component of the following balance sheet lines (in millions):
| March 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Other assets: | ||||||||||||||
| ROU assets | $ | 154.0 | $ | 153.3 | ||||||||||
| Total lease assets | $ | 154.0 | $ | 153.3 | ||||||||||
| Accrued liabilities: | ||||||||||||||
| Current portion of lease liabilities | $ | 31.5 | $ | 33.8 | ||||||||||
| Other long-term liabilities: | ||||||||||||||
| Non-current portion of lease liabilities | 128.6 | 128.9 | ||||||||||||
| Total lease liabilities | $ | 160.1 | $ | 162.7 |
The following table presents the maturities of lease liabilities as of March 31, 2023 (in millions):
| Fiscal year ending March 31, | Operating Leases | |||||||
| 2024 | $ | 40.9 | ||||||
| 2025 | 35.0 | |||||||
| 2026 | 31.7 | |||||||
| 2027 | 25.9 | |||||||
| 2028 | 18.0 | |||||||
| Thereafter | 38.5 | |||||||
| Total lease payments | 190.0 | |||||||
| Less: Imputed lease interests | 29.9 | |||||||
| Total lease liabilities | $ | 160.1 |
The Company's weighted-average remaining lease-term and weighted-average discount rate at March 31, 2023 are as follows:
| Weighted average remaining lease-term (years) | 6.08 | ||||
| Weighted average discount rate | 4.35 | % | |||
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The details of the Company's total lease expense are as follows (in millions):
| Fiscal Year Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||||||||||
| Operating lease expense | $ | 56.6 | $ | 58.4 | $ | 63.1 | ||||||||||||||||||||||||||||||||||||||
Note 10**.** Commitments and Contingencies
Purchase Commitments
The Company's purchase commitments primarily consist of agreements for the purchase of property, plant and equipment and other goods and services including wafer purchase obligations with the Company's wafer foundries, and manufacturing supply capacity reservation commitments.
Total purchase commitments as of March 31, 2023, are as follows (in millions):
| Fiscal Year Ending March 31, | Purchase Commitments | |||||||
| 2024 | $ | 827.7 | ||||||
| 2025 | 149.5 | |||||||
| 2026 | 128.3 | |||||||
| 2027 | 117.8 | |||||||
| 2028 | 103.7 | |||||||
| Thereafter | 216.9 | |||||||
| Total | $ | 1,543.9 |
Indemnification Contingencies
The Company's technology license agreements generally include an indemnification clause that indemnifies the licensee against liability and damages (including legal defense costs) arising from any claims of patent, copyright, trademark or trade secret infringement by the Company's proprietary technology. The terms of these indemnification provisions approximate the terms of the outgoing technology license agreements, which are typically perpetual unless terminated by either party for breach. The possible amount of future payments the Company could be required to make based on agreements that specify indemnification limits, if such indemnifications were required on all of these agreements, is approximately $179.0 million. There are some licensing agreements in place that do not specify indemnification limits. As of March 31, 2023, 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.
Warranty Costs and Product Liabilities
The Company accrues for known product-related claims if a loss is probable and can be reasonably estimated. During the periods presented, there have been no material accruals or payments regarding product warranty or product liability. Historically, the Company has experienced a low rate of payments on product claims. Although the Company cannot predict the likelihood or amount of any future claims, the Company does not believe these claims will have a material adverse effect on its financial condition, results of operations or liquidity.
Legal Matters
In the ordinary course of the Company's business, it is exposed to various legal actions as a result of contracts, product liability, customer claims, pricing or royalty disputes with customers and licensees, governmental investigations and other matters. The Company is involved in a limited number of these legal actions, both as plaintiff and defendant, with respect to the foregoing types of matters. Consequently, the Company could incur uninsured liability in any of these legal actions. The Company also periodically receives notifications from various third parties alleging infringement of patents or other intellectual property rights, or from customers requesting reimbursement for various costs. With respect to pending legal actions to which the Company is a party and other claims, although the outcomes are generally not determinable, the Company believes that the ultimate resolution of these matters will not have a material adverse effect on its financial position, cash flows or results of operations. Litigation, governmental investigations and disputes relating to the semiconductor industry are not uncommon, and the Company is, from time to time, subject to such litigation, governmental
F-30
investigations and disputes. As a result, no assurances can be given with respect to the extent or outcome of any such litigation, governmental investigations or disputes in the future.
In connection with its acquisition of Microsemi, which closed on May 29, 2018, the Company became involved with the following legal matter:
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. An amended complaint was filed on February 28, 2020, and a second amended complaint was filed on July 27, 2020. The Company’s Audit Committee filed a motion to dismiss. On April 4, 2022, the Court entered an order denying the Audit Committee’s motion to dismiss. On August 5, 2021, a second shareholder derivative lawsuit was filed against certain of the Company’s officers and directors in the Superior Court of Arizona for Maricopa County, captioned Dutrisac v. Sanghi, et al., Case No. CV2021-012459. The Company is named as a nominal defendant. The complaint asserts substantially the same allegations as those in the Reid case. The complaint asserts causes of action for breaches of fiduciary duty, insider selling, unjust enrichment, waste of corporate assets, indemnification, and contribution and seeks unspecified monetary damages, equitable and/or injunctive relief, disgorgement, corporate governance reforms, and attorneys’ fees and costs. The Company's Audit Committee filed a motion to dismiss. On April 7, 2022, the Court entered an order denying the Audit Committee’s motion to dismiss. The parties have reached an agreement to settle the Reid and Dutrisac actions. On March 29, 2023, the court granted preliminary approval of the proposed settlement. The terms of the proposed settlement include corporate government enhancements, payment of $4.0 million to the Company from the Company's directors and officers insurance carrier (a portion of which plaintiffs will seek as attorney fees), and a payment of up to $1.8 million in plaintiff attorneys fees by the Company. The settlement remains subject to final court approval, and a settlement hearing is scheduled for June 14, 2023.
As a result of its acquisition of Atmel, which closed April 4, 2016, the Company became involved with the following legal matter:
Individual Labor Actions by former LFR Employees. In June 2010, Atmel Rousset sold its wafer manufacturing business in Rousset, France to LFoundry GmbH (LF), the German parent of LFoundry Rousset (LFR). LFR then leased the Atmel Rousset facility to conduct the manufacture of wafers. More than three years later, LFR became insolvent and later liquidated. In the wake of LFR's insolvency and liquidation, over 500 former employees of LFR filed individual labor actions against Atmel Rousset in a French labor court, and in 2019 a French labor court dismissed all of the employees’ claims against Atmel Rousset. In 2020, the Plaintiffs filed appeals with the Court of Appeals requesting reconsideration of the earlier dismissals. In December 2022, the Court of Appeals dismissed these appeals and held that there had been no co-employment of the plaintiffs by Atmel Rousset and LFoundry Rousset. However, in 2017 these same claims were filed by this same group of employees in a regional court in France against Microchip Technology Incorporated and Atmel Corporation. The Company, and the other defendant entities, believe that each of these actions is entirely devoid of merit, and, further, that any assertion by any of the Claimants of a co-employment relationship with any of these entities is based substantially on the same specious arguments that the Paris Commercial Court summarily rejected in 2014 in related proceedings. The defendant entities therefore intend to defend vigorously against each of these claims. Additionally, complaints have been filed in a regional court in France on behalf of the same group of employees against Microchip Technology Rousset, Atmel Switzerland Sarl, Atmel Corporation and Microchip Technology Incorporated alleging that the sale of the Atmel Rousset production unit to LF was fraudulent and should be voided. These claims are specious and the defendant entities therefore intend to defend vigorously against these claims.
The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has been or will be incurred, the Company accrues for all probable and reasonably estimable losses. Where the Company can reasonably estimate a range of losses it may incur regarding such a matter, the Company records an accrual for the amount within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, the Company uses the amount that is the low end of such range. As of March 31, 2023, the Company's estimate of the aggregate potential liability for legal matters that is possible but not probable is approximately $150.0 million in excess of amounts accrued.
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Note 11**.** Income Taxes
The income tax provision (benefit) consists of the following (amounts in millions):
| Fiscal Year Ended March 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Income (loss) before income taxes: | |||||||||||||||||
| U.S. | $ | 674.7 | $ | 132.2 | $ | (301.7) | |||||||||||
| Foreign | 2,235.0 | 1,350.3 | 641.2 | ||||||||||||||
| Total income before income taxes | $ | 2,909.7 | $ | 1,482.5 | $ | 339.5 | |||||||||||
| Current provision (benefit): | |||||||||||||||||
| U.S. Federal | $ | 389.5 | $ | 191.6 | $ | 54.8 | |||||||||||
| State | 5.0 | 3.7 | 2.0 | ||||||||||||||
| Foreign | 72.0 | (6.2) | 72.2 | ||||||||||||||
| Total current provision | $ | 466.5 | $ | 189.1 | $ | 129.0 | |||||||||||
| Deferred provision (benefit): | |||||||||||||||||
| U.S. Federal | $ | 53.7 | $ | (78.7) | $ | (215.4) | |||||||||||
| State | 4.6 | (9.1) | (22.9) | ||||||||||||||
| Foreign | 147.2 | 95.7 | 99.4 | ||||||||||||||
| Total deferred provision (benefit) | 205.5 | 7.9 | (138.9) | ||||||||||||||
| Income tax provision (benefit) | $ | 672.0 | $ | 197.0 | $ | (9.9) |
The provision (benefit) for income taxes differs from the amount computed by applying the statutory federal tax rate to income before income taxes. The sources and tax effects of the differences in the total income tax provision (benefit) are as follows (amounts in millions):
| Fiscal Year Ended March 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Computed expected income tax provision | $ | 611.0 | $ | 311.3 | $ | 71.3 | |||||||||||
| State income taxes, net of federal benefit | 8.6 | 3.5 | (3.8) | ||||||||||||||
| Effects of foreign operations - rate differential | (184.0) | (96.8) | (37.7) | ||||||||||||||
| Effects of foreign operations - other, net of foreign tax credits | 258.9 | 139.9 | 122.5 | ||||||||||||||
| Foreign-derived intangible income ("FDII") | — | (27.3) | (10.5) | ||||||||||||||
| Business realignment of intellectual property rights | — | (3.1) | (63.8) | ||||||||||||||
| Change in uncertain tax positions | 50.6 | (47.1) | 28.1 | ||||||||||||||
| Share-based compensation | (11.4) | (17.6) | (12.3) | ||||||||||||||
| R&D tax credits | (63.8) | (49.5) | (47.6) | ||||||||||||||
| Income tax holidays | (26.7) | (22.5) | (11.1) | ||||||||||||||
| Convertible debt settlement | 0.7 | (25.5) | (48.1) | ||||||||||||||
| Other | 19.0 | 31.7 | 16.4 | ||||||||||||||
| Change in valuation allowance | 9.1 | — | (13.3) | ||||||||||||||
| Income tax provision (benefit) | $ | 672.0 | $ | 197.0 | $ | (9.9) |
The foreign tax rate differential benefit primarily relates to the Company's operations in Malta and Ireland. The Company's Thailand manufacturing operations are currently subject to numerous tax holidays granted to the Company based on its investment in property, plant, and equipment in Thailand. The Company's tax holiday periods in Thailand expire between fiscal 2024 and 2031, however, the Company actively seeks to obtain new tax holidays. The Company does not expect the future expiration of any of its tax holiday periods in Thailand to have a material impact on its effective tax rate. The aggregate dollar benefit derived from these tax holidays approximated $26.7 million, $22.5 million, and $11.1 million in fiscal 2023, fiscal 2022, and fiscal 2021, respectively. The impact of the tax holidays increased each of the basic and diluted net income per common share by $0.05 in fiscal 2023, $0.04 in fiscal 2022, and $0.02 in fiscal 2021.
F-32
The tax effects of temporary differences that give rise to significant portions of the Company's deferred tax assets and deferred tax liabilities are as follows (amounts in millions):
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Deferred tax assets: | |||||||||||
| Accrued expenses | $ | 64.7 | $ | 81.6 | |||||||
| Capital loss carryforward | 11.0 | 9.8 | |||||||||
| Deferred revenue | — | 90.4 | |||||||||
| Income tax credits | 312.7 | 306.6 | |||||||||
| Intangible assets | 1,328.7 | 1,479.9 | |||||||||
| Inventory valuation | 40.0 | 26.8 | |||||||||
| Lease liabilities | 35.8 | 36.1 | |||||||||
| Net operating loss carryforward | 73.9 | 77.0 | |||||||||
| Property, plant and equipment | 7.0 | 40.8 | |||||||||
| Share-based compensation | 37.7 | 45.8 | |||||||||
| Other | 4.0 | 5.5 | |||||||||
| Gross deferred tax assets | 1,915.5 | 2,200.3 | |||||||||
| Valuation allowances | (299.4) | (290.3) | |||||||||
| Deferred tax assets, net of valuation allowances | 1,616.1 | 1,910.0 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Convertible debt | — | (22.7) | |||||||||
| Intangible assets | (1.6) | (92.4) | |||||||||
| ROU assets | (33.9) | (33.6) | |||||||||
| Other | — | (4.0) | |||||||||
| Deferred tax liabilities | (35.5) | (152.7) | |||||||||
| Net deferred tax asset | $ | 1,580.6 | $ | 1,757.3 | |||||||
| Reported as: | |||||||||||
| Non-current deferred tax assets | $ | 1,623.3 | $ | 1,797.1 | |||||||
| Non-current deferred tax liability | (42.7) | (39.8) | |||||||||
| Net deferred tax asset | $ | 1,580.6 | $ | 1,757.3 |
In assessing whether it is more likely than not that deferred tax assets will be realized, the Company considers all available evidence, both positive and negative, including its recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carryback and carryforward periods available for tax reporting purposes, and prudent and feasible tax planning strategies.
Additions and deductions related to the valuation allowance for deferred tax assets for the three fiscal years ended March 31, 2023 were as follows (amounts in millions):
| Balance at Beginning of Year | Additions Charged to Costs and Expenses | Deductions | Balance at End of Year | ||||||||||||||||||||||||||
| Fiscal 2023 | $ | 290.3 | $ | 19.3 | $ | (10.2) | $ | 299.4 | |||||||||||||||||||||
| Fiscal 2022 | $ | 290.3 | $ | 7.1 | $ | (7.1) | $ | 290.3 | |||||||||||||||||||||
| Fiscal 2021 | $ | 303.5 | $ | 8.1 | $ | (21.3) | $ | 290.3 |
The Company had federal, state and foreign NOL carryforwards with an estimated tax effect of $73.9 million available at March 31, 2023, which expire at various times between fiscal 2024 and fiscal 2043, of which a portion of the NOL carryforwards do not expire. The Company had capital loss carryforwards with an estimated tax effect of $11.0 million available at March 31, 2023, which begin to expire in fiscal 2024. The Company had federal, state and foreign credits of $251.5 million available at March 31, 2023, which begin to expire in fiscal 2024. The Company had refundable tax credits in foreign jurisdictions of $39.5 million available at March 31, 2023. The Company had withholding tax credits in foreign jurisdictions of $21.7 million available at March 31, 2023. These credits expire at various times between fiscal 2024 and fiscal 2026.
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The enactment of the TCJA imposed a tax on all previously untaxed earnings of non-U.S. subsidiaries of U.S. corporations. Due to this change, the jurisdiction in which the Company's cash is at any given point in time no longer has a significant impact on the Company's liquidity. Distributions of the Company's future earnings will no longer be subject to U.S. federal taxation. The Company intends to invest substantially all of the Company's foreign subsidiary earnings, as well as the Company's capital in the Company's foreign subsidiaries, indefinitely outside of the U.S. in those jurisdictions in which the Company would incur significant, additional costs upon repatriation of such amounts. It is not practical to estimate the additional tax that would be incurred, if any, if the permanently reinvested earnings were repatriated. During fiscal 2018, the Company recognized a one-time transition tax on accumulated unrepatriated foreign earnings, of which the Company expected cash payments of approximately $290.3 million. This tax is payable over a period of eight years, with 8% of the transition tax payable each year for fiscal 2019 through fiscal 2023, and 15%, 20%, and 25%, respectively, payable during fiscal 2024, fiscal 2025, and fiscal 2026. As of March 31, 2023, the Company's transition tax payable was $174.2 million, of which $43.5 million is payable within the next 12 months and is included within accrued liabilities and the remaining $130.7 million is included within long-term income tax payable on the Company's consolidated balance sheets.
The Company recognizes interest and penalties related to unrecognized tax benefits through income tax expense. The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. The Company files U.S. federal, U.S. state, and foreign income tax returns. For U.S. federal, and in general for U.S. state tax returns, the fiscal 2007 and later tax years remain effectively open for examination by tax authorities. For foreign tax returns, the Company is generally no longer subject to income tax examinations for years prior to fiscal 2007.
Significant judgment is required in evaluating the Company's uncertain tax positions and determining its provision for income taxes. Although the Company believes that it has appropriately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different than expectations. The Company will adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate, the closing of a statutory audit period or changes in applicable tax law. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences would impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to the reserves that are considered appropriate, as well as related net interest.
The Company recognizes liabilities for anticipated tax audit issues in the U.S. and other domestic and international tax jurisdictions based on its estimate of whether, and the extent to which, the tax positions are more likely than not to be sustained based on the technical merits. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter.
The Company believes it maintains appropriate reserves to offset any potential income tax liabilities that may arise upon final resolution of matters for open tax years. If such reserve amounts ultimately prove to be unnecessary, the resulting reversal of such reserves could result in tax benefits being recorded in the period the reserves are no longer deemed necessary. If such amounts prove to be less than an ultimate assessment, a future charge to expense would be recorded in the period in which the assessment is determined.
The following table summarizes the activity related to the Company's gross unrecognized tax benefits for the three fiscal years ended March 31, 2023 (amounts in millions):
| Fiscal Year Ended March 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Beginning gross unrecognized tax benefit | $ | 804.1 | $ | 826.3 | $ | 757.3 | |||||||||||
| Decreases related to settlements with tax authorities | (0.4) | (0.4) | (6.0) | ||||||||||||||
| Decreases related to statute of limitation expirations | (11.7) | (12.6) | (10.9) | ||||||||||||||
| Increases related to current year tax positions | 65.9 | 28.2 | 35.4 | ||||||||||||||
| Increases (decreases) related to prior year tax positions | (9.9) | (37.4) | 50.5 | ||||||||||||||
| Ending gross unrecognized tax benefits | $ | 848.0 | $ | 804.1 | $ | 826.3 |
As of March 31, 2023 and March 31, 2022, the Company had accrued interest and penalties related to tax contingencies of $80.4 million and $72.7 million, respectively, included within long-term income tax payable on the consolidated balance sheets. During the fiscal year ended March 31, 2023, and the fiscal year ended March 31, 2021, interest and penalties
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charged to operations were $7.6 million and $9.3 million, respectively, compared to the release of previously accrued interest and penalties of $11.2 million during the fiscal year ended March 31, 2022.
The Company is currently under income tax examination in various tax jurisdictions in which it operates. The years under examination range from fiscal 2007 through fiscal 2022. In some jurisdictions, the Company has received tax assessments in excess of established reserves. The Company is contesting these tax assessments, and will continue to do so, including pursuing all available remedies such as appeals and litigation, if necessary. During fiscal 2023, additional assessments were received for these issues and the Company’s position remains unchanged.
The total amount of gross unrecognized tax benefits was $848.0 million and $804.1 million as of March 31, 2023, and March 31, 2022, respectively, of which $729.3 million and $692.3 million is estimated to impact the Company's effective tax rate, if recognized. Unrecognized tax benefits may change in the next 12 months due to expiration of statutes of limitation, changes in the Company’s judgment about the level of uncertainty, status of tax examinations, and legislative changes. The Company estimates that it is reasonably possible unrecognized tax benefits as of March 31, 2023, could decrease by approximately $10.0 million in the next 12 months. Positions that may be resolved include various U.S. and non-U.S. matters.
In September 2021, the Company received a Notice from the IRS for fiscal 2007 through fiscal 2012. The disputed amounts largely relate to transfer pricing matters. In December 2021, the Company filed a petition in the United States Tax Court challenging the Notice.
In May 2023, the Company received a proposed income adjustment from the Malaysian IRB for fiscal 2020, which if upheld by the highest court that has jurisdiction over this matter in Malaysia, could result in income taxes up to $420.0 million, exclusive of interest and penalties. The disputed amounts largely relate to the characterization of certain assets. Depending on the outcome of the IRB audit, the Company may need to take the matter to court in Malaysia, and if it does, it may be required to pay the assessment and then request a refund from the court upon a series of favorable rulings. The timing of adjudicating this matter is uncertain but could commence in the next 12 months.
The Company firmly believes that the assessments described above are without merit and plans to pursue all available administrative and judicial remedies necessary to resolve these matters. The Company intends to vigorously defend its positions and it is confident in its ability to prevail on the merits. The Company regularly assesses the likelihood of adverse outcomes resulting from examinations such as these to determine the adequacy of its tax reserves. The Company believes that the final adjudication of these matters will not have a material impact on its consolidated financial position and results of operations or cash flows. However, the ultimate outcome of disputes of this nature is uncertain, and if the IRS and IRB were to prevail on their assertions, the assessed tax, penalties, and deficiency interest could have a material adverse impact on the Company's financial position, results of operations or cash flows.
Note 12**.** Employee Benefit Plans
Defined Benefit Plans
The Company has defined benefit pension plans that cover certain French and German employees. Most of these defined pension plans, which were acquired in prior acquisitions, are unfunded. Plan benefits are provided in accordance with local statutory requirements and are based on years of service and employee compensation levels.
The change in projected benefit obligation and the accumulated benefit obligation was immaterial for fiscal 2023 and fiscal 2022. As of March 31, 2023, the Company has recorded $53.9 million related to the pension plans in the consolidated balance sheets.
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Future estimated expected benefit payments for fiscal year 2024 through 2033 are as follows (in millions):
| Fiscal Year Ending March 31, | Amount | |||||||
| 2024 | $ | 1.8 | ||||||
| 2025 | 2.0 | |||||||
| 2026 | 2.4 | |||||||
| 2027 | 2.2 | |||||||
| 2028 | 2.8 | |||||||
| 2029 through 2033 | 14.9 | |||||||
| Total | $ | 26.1 |
Note 13**.** Share-Based Compensation
Share-Based Compensation Expense
The following table presents the details of the Company's share-based compensation expense (in millions):
| Fiscal Year Ended March 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Cost of sales (1) | $ | 27.2 | $ | 34.3 | $ | 26.6 | |||||||||||
| Research and development | 83.1 | 97.9 | 96.8 | ||||||||||||||
| Selling, general and administrative | 60.1 | 78.0 | 74.9 | ||||||||||||||
| Pre-tax effect of share-based compensation | 170.4 | 210.2 | 198.3 | ||||||||||||||
| Income tax benefit | 36.4 | 44.6 | 42.3 | ||||||||||||||
| Net income effect of share-based compensation | $ | 134.0 | $ | 165.6 | $ | 156.0 |
(1) During the fiscal year ended March 31, 2023, $19.7 million of share-based compensation expense was capitalized to inventory and $27.2 million of previously capitalized share-based compensation expense in inventory was sold. During the fiscal year ended March 31, 2022, $21.2 million of share-based compensation expense was capitalized to inventory and $34.3 million of previously capitalized share-based compensation expense in inventory was sold. During the fiscal year ended March 31, 2021, $16.7 million of share-based compensation expense was capitalized to inventory and $26.6 million of previously capitalized share-based compensation expense in inventory was sold.
Combined Incentive Plan Information
The Company has granted RSUs and stock options to employees and non-employee members of the Board of Directors under the Company’s 2004 Equity Incentive Plan (the 2004 plan). The Company grants RSUs with a service condition and PSUs under the 2004 plan. The Company uses RSUs with a service condition as its primary equity incentive compensation instrument for employees. The Company grants PSUs to a group of executive officers and employees. For the market-based PSUs, the number of shares of the Company's common stock expected to be received at vesting will range from 0% to 200% of the target grant amount based on the TSR of the Company's common stock measured against the TSR of a defined peer group of companies over the applicable two-year or three-year measurement period. TSR is a measure of the stock price appreciation plus any dividends paid in the performance period. For the performance-based PSUs, the number of shares of the Company's common stock expected to vest will range from 0% to 200% of the target grant amount based on the Company's two-year or three-year cumulative non-GAAP operating margin percentage. Under the 2004 plan, 64,389,717 shares of common stock have been authorized for issuance and 8,728,867 shares of common stock remain available for future grants as of March 31, 2023.
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RSUs and PSUs share activity is set forth below:
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Nonvested shares at March 31, 2020 | 11,484,106 | $ | 38.06 | ||||||||
| Granted | 4,678,494 | $ | 50.69 | ||||||||
| Forfeited | (514,110) | $ | 41.69 | ||||||||
| Vested | (3,764,672) | $ | 32.07 | ||||||||
| Nonvested shares at March 31, 2021 | 11,883,818 | $ | 44.77 | ||||||||
| Granted | 2,995,991 | $ | 74.36 | ||||||||
| Forfeited | (978,325) | $ | 51.17 | ||||||||
| Vested | (3,795,469) | $ | 43.77 | ||||||||
| Nonvested shares at March 31, 2022 | 10,106,015 | $ | 53.30 | ||||||||
| Granted | 3,226,654 | $ | 61.71 | ||||||||
| Forfeited | (864,262) | $ | 55.77 | ||||||||
| Vested | (3,423,935) | $ | 45.08 | ||||||||
| Nonvested shares at March 31, 2023 | 9,044,472 | $ | 59.17 |
The total intrinsic value of RSUs and PSUs which vested during the fiscal years ended March 31, 2023, 2022 and 2021 was $256.3 million, $287.6 million and $218.5 million, respectively. The aggregate intrinsic value of RSUs and PSUs outstanding at March 31, 2023 was $757.7 million, calculated based on the closing price of the Company's common stock of $83.78 per share on March 31, 2023. The amount of unearned share-based compensation currently estimated to be expensed in the remainder of fiscal 2024 through fiscal 2028 related to unvested share-based payment awards at March 31, 2023 is $327.2 million. The weighted average period over which the unearned share-based compensation is expected to be recognized is approximately 2.15 years. The total number of PSUs granted in fiscal years ended March 31, 2023, 2022 and 2021 was 172,334 shares, 145,188 shares and 140,160 shares, respectively.
As of March 31, 2023, the number of options exercisable was 21,016 and the weighted average exercise price per share was $19.13.
Employee Stock Purchase Plan
The Company’s 2001 Employee Stock Purchase Plan and the 1994 International Employee Stock Purchase Plan (collectively referred to as the employee stock purchase plans) allows eligible employees to purchase shares of the Company's common stock at 85% of the value of its common stock on specific dates. Since the inception of the employee stock purchase plans, 35,548,364 shares of common stock have been authorized for issuance and 10,052,828 shares remain available for future purchases as of March 31, 2023.
Employees purchased 1,424,850 shares of common stock in the fiscal year ended March 31, 2023 for an aggregate purchase price of $81.2 million under the employee stock purchase plans compared to 1,485,477 shares of common stock for an aggregate purchase price of $70.0 million in the fiscal year ended March 31, 2022 and 1,424,440 shares of common stock for a purchase price of $57.7 million in the fiscal year ended March 31, 2021. As of March 31, 2023, unrecognized share-based compensation costs related to the employee stock plans totaled $8.7 million, which will be recognized over a period of approximately five months.
Note 14**.** Stock Repurchase Activity
In November 2021, the Company's Board of Directors approved a new stock repurchase program to repurchase up to $4.00 billion of the Company's common stock in the open market or in privately negotiated transactions. There is no expiration date associated with the repurchase program. During the fiscal year ended March 31, 2023, the Company purchased approximately 12.9 million shares of its common stock for a total of $945.8 million under the program, compared to approximately 5.6 million shares of its common stock for a total of $425.6 million in the fiscal year ended March 31, 2022. There were no repurchases of common stock during the fiscal year ended March 31, 2021. As of March 31, 2023, approximately $2.63 billion remained available for repurchases under the program. Shares repurchased are recorded as treasury shares and are used to fund share issuance requirements under the Company's equity incentive plans. As of March 31, 2023, the Company had approximately 32.3 million treasury shares.
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Note 15**.** Accumulated Other Comprehensive Loss
The following table presents the changes in the components of accumulated other comprehensive loss, net of tax (in millions):
| Minimum Pension Liability | Foreign Currency | Total | |||||||||||||||||||||
| Balance at March 31, 2022 | $ | (5.6) | $ | (15.0) | $ | (20.6) | |||||||||||||||||
| Net other comprehensive income (loss) | 16.6 | (0.1) | 16.5 | ||||||||||||||||||||
| Balance at March 31, 2023 | $ | 11.0 | $ | (15.1) | $ | (4.1) | |||||||||||||||||
| Balance at March 31, 2021 | $ | (13.4) | $ | (12.8) | $ | (26.2) | |||||||||||||||||
| Net other comprehensive income (loss) | 7.8 | (2.2) | 5.6 | ||||||||||||||||||||
| Balance at March 31, 2022 | $ | (5.6) | $ | (15.0) | $ | (20.6) |
Note 16**.** Dividends
In October 2002, the Company announced that its Board of Directors had approved and instituted a quarterly cash dividend on its common stock. The Company has continued to pay quarterly dividends and has increased the amount of such dividends on a regular basis. Cash dividends paid per share were $1.263, $0.910 and $0.747 during fiscal 2023, 2022 and 2021, respectively. Total dividend payments amounted to $695.3 million, $503.8 million and $388.3 million during fiscal 2023, 2022 and 2021, respectively.
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Previous: Item 8. , Item 15(a)(1) and (2), (b) and (c)