Item 1. . Financial Statements
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Item 1. . Financial Statements
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts; unaudited)
| ASSETS | |||||||||||
| September 30, | March 31, | ||||||||||
| 2023 | 2023 | ||||||||||
| Cash and cash equivalents | $ | 256.6 | $ | 234.0 | |||||||
| Accounts receivable, net | 1,706.2 | 1,305.3 | |||||||||
| Inventories | 1,330.9 | 1,324.9 | |||||||||
| Other current assets | 232.7 | 205.1 | |||||||||
| Total current assets | 3,526.4 | 3,069.3 | |||||||||
| Property, plant and equipment, net | 1,206.9 | 1,177.9 | |||||||||
| Goodwill | 6,675.4 | 6,673.6 | |||||||||
| Intangible assets, net | 3,088.8 | 3,369.0 | |||||||||
| Long-term deferred tax assets | 1,576.0 | 1,623.3 | |||||||||
| Other assets | 527.9 | 457.2 | |||||||||
| Total assets | $ | 16,601.4 | $ | 16,370.3 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Accounts payable | $ | 283.5 | $ | 396.9 | |||||||
| Accrued liabilities | 1,468.0 | 1,323.5 | |||||||||
| Current portion of long-term debt | 1,661.1 | 1,398.2 | |||||||||
| Total current liabilities | 3,412.6 | 3,118.6 | |||||||||
| Long-term debt | 4,414.7 | 5,041.7 | |||||||||
| Long-term income tax payable | 678.5 | 705.7 | |||||||||
| Long-term deferred tax liability | 34.1 | 42.7 | |||||||||
| Other long-term liabilities | 1,093.0 | 948.0 | |||||||||
| 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; 577,806,238 shares issued and 541,044,229 shares outstanding at September 30, 2023; 577,805,623 shares issued and 545,459,814 shares outstanding at March 31, 2023 | 0.5 | 0.5 | |||||||||
| Additional paid-in capital | 2,414.6 | 2,413.3 | |||||||||
| Common stock held in treasury: 36,762,009 shares at September 30, 2023; 32,345,809 shares at March 31, 2023 | (2,109.3) | (1,660.2) | |||||||||
| Accumulated other comprehensive loss | (2.8) | (4.1) | |||||||||
| Retained earnings | 6,665.5 | 5,764.1 | |||||||||
| Total stockholders' equity | 6,968.5 | 6,513.6 | |||||||||
| Total liabilities and stockholders' equity | $ | 16,601.4 | $ | 16,370.3 |
See accompanying notes to condensed consolidated financial statements
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts; unaudited)
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||
| Net sales | $ | 2,254.3 | $ | 2,073.2 | $ | 4,542.9 | $ | 4,036.8 | ||||||||||||||||||||||||||||||
| Cost of sales | 726.9 | 675.3 | 1,457.1 | 1,329.0 | ||||||||||||||||||||||||||||||||||
| Gross profit | 1,527.4 | 1,397.9 | 3,085.8 | 2,707.8 | ||||||||||||||||||||||||||||||||||
| Research and development | 292.6 | 268.6 | 591.1 | 537.6 | ||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 196.6 | 202.4 | 400.2 | 391.3 | ||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 151.4 | 167.5 | 302.9 | 335.1 | ||||||||||||||||||||||||||||||||||
| Special charges (income) and other, net | 1.8 | 4.3 | 3.5 | (12.6) | ||||||||||||||||||||||||||||||||||
| Operating expenses | 642.4 | 642.8 | 1,297.7 | 1,251.4 | ||||||||||||||||||||||||||||||||||
| Operating income | 885.0 | 755.1 | 1,788.1 | 1,456.4 | ||||||||||||||||||||||||||||||||||
| Interest income | 1.6 | 0.2 | 3.1 | 0.3 | ||||||||||||||||||||||||||||||||||
| Interest expense | (46.8) | (53.3) | (94.0) | (103.6) | ||||||||||||||||||||||||||||||||||
| Loss on settlement of debt | (3.1) | (2.1) | (12.2) | (8.3) | ||||||||||||||||||||||||||||||||||
| Other (loss) income, net | (3.1) | (0.8) | (3.1) | 0.9 | ||||||||||||||||||||||||||||||||||
| Income before income taxes | 833.6 | 699.1 | 1,681.9 | 1,345.7 | ||||||||||||||||||||||||||||||||||
| Income tax provision | 167.0 | 152.9 | 348.9 | 292.3 | ||||||||||||||||||||||||||||||||||
| Net income | $ | 666.6 | $ | 546.2 | $ | 1,333.0 | $ | 1,053.4 | ||||||||||||||||||||||||||||||
| Basic net income per common share | $ | 1.23 | $ | 0.99 | $ | 2.45 | $ | 1.91 | ||||||||||||||||||||||||||||||
| Diluted net income per common share | $ | 1.21 | $ | 0.98 | $ | 2.42 | $ | 1.88 | ||||||||||||||||||||||||||||||
| Dividends declared per common share | $ | 0.410 | $ | 0.301 | $ | 0.793 | $ | 0.577 | ||||||||||||||||||||||||||||||
| Basic common shares outstanding | 543.1 | 551.5 | 544.1 | 552.7 | ||||||||||||||||||||||||||||||||||
| Diluted common shares outstanding | 549.2 | 558.3 | 550.3 | 559.9 | ||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions; unaudited)
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||
| Net income | $ | 666.6 | $ | 546.2 | $ | 1,333.0 | $ | 1,053.4 | |||||||||||||||||||||
| Components of other comprehensive income (loss): | |||||||||||||||||||||||||||||
| Actuarial gains related to defined benefit pension plans, net of tax effect | 1.6 | 5.1 | 1.3 | 9.1 | |||||||||||||||||||||||||
| Change in net foreign currency translation adjustment | — | (0.1) | — | (0.1) | |||||||||||||||||||||||||
| Other comprehensive income, net of tax effect | 1.6 | 5.0 | 1.3 | 9.0 | |||||||||||||||||||||||||
| Comprehensive income | $ | 668.2 | $ | 551.2 | $ | 1,334.3 | $ | 1,062.4 |
See accompanying notes to condensed consolidated financial statements
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions; unaudited)
| Six Months Ended September 30, | |||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income | $ | 1,333.0 | $ | 1,053.4 | |||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | 441.9 | 511.2 | |||||||||||||||
| Deferred income taxes | 27.0 | 131.3 | |||||||||||||||
| Share-based compensation expense related to equity incentive plans | 89.9 | 82.5 | |||||||||||||||
| Loss on settlement of debt | 12.2 | 8.3 | |||||||||||||||
| Amortization of debt discount | 4.8 | 3.6 | |||||||||||||||
| Amortization of debt issuance costs | 4.0 | 4.7 | |||||||||||||||
| Impairment of intangible assets | 1.1 | — | |||||||||||||||
| Other non-cash adjustment | (0.1) | (2.3) | |||||||||||||||
| Changes in operating assets and liabilities, excluding impact of acquisitions: | |||||||||||||||||
| Increase in accounts receivable | (400.9) | (60.6) | |||||||||||||||
| Increase in inventories | (5.1) | (190.2) | |||||||||||||||
| Increase in accounts payable and accrued liabilities | 64.0 | 144.3 | |||||||||||||||
| Change in other assets and liabilities | 63.9 | (10.6) | |||||||||||||||
| Change in income tax payable | (26.3) | (42.0) | |||||||||||||||
| Net cash provided by operating activities | 1,609.4 | 1,633.6 | |||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Proceeds from sales of assets | 0.4 | 0.4 | |||||||||||||||
| Investments in other assets | (49.6) | (52.8) | |||||||||||||||
| Capital expenditures | (185.5) | (232.2) | |||||||||||||||
| Net cash used in investing activities | (234.7) | (284.6) | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Proceeds from borrowings on Revolving Credit Facility | 5,551.0 | 2,765.0 | |||||||||||||||
| Repayments of Revolving Credit Facility | (5,612.0) | (3,192.0) | |||||||||||||||
| Proceeds from borrowings on 2025 Term Loan Facility | 750.0 | — | |||||||||||||||
| Proceeds from issuance of Commercial Paper | 995.0 | — | |||||||||||||||
| Repayment of senior notes | (2,000.0) | — | |||||||||||||||
| Payments on settlement of convertible debt | (132.8) | (170.4) | |||||||||||||||
| Deferred financing costs | (1.0) | — | |||||||||||||||
| Proceeds from sale of common stock | 40.6 | 37.8 | |||||||||||||||
| Tax payments related to shares withheld for vested RSUs | (30.4) | (40.1) | |||||||||||||||
| Repurchase of common stock | (480.1) | (442.4) | |||||||||||||||
| Payment of cash dividends | (431.6) | (319.1) | |||||||||||||||
| Capital lease payments | (0.8) | (0.4) | |||||||||||||||
| Net cash used in financing activities | (1,352.1) | (1,361.6) | |||||||||||||||
| Net increase (decrease) in cash and cash equivalents | 22.6 | (12.6) | |||||||||||||||
| Cash and cash equivalents, and restricted cash at beginning of period | 234.0 | 317.4 | |||||||||||||||
| Cash and cash equivalents, and restricted cash at end of period | $ | 256.6 | $ | 304.8 | |||||||||||||
See accompanying notes to condensed consolidated financial statements
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions; unaudited)
| 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, 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 | — | — | — | — | — | 507.2 | 507.2 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 4.0 | — | 4.0 | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from sales of common stock through employee equity incentive plans | 1.2 | 13.4 | — | — | — | — | 13.4 | ||||||||||||||||||||||||||||||||||||||||||||||
| RSU withholdings | (0.3) | (19.4) | — | — | — | — | (19.4) | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock used for new issuances | (0.9) | (16.5) | (0.9) | 16.5 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | 2.9 | (195.2) | — | — | (195.2) | ||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of convertible debt | — | (32.9) | — | — | — | — | (32.9) | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | 40.8 | — | — | — | — | 40.8 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividend | — | — | — | — | — | (153.0) | (153.0) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | 577.8 | 2,393.6 | 25.3 | (975.0) | (16.6) | 4,575.9 | 5,977.9 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | — | 546.2 | 546.2 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 5.0 | — | 5.0 | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from sales of common stock through employee equity incentive plans | 1.4 | 24.4 | — | — | — | — | 24.4 | ||||||||||||||||||||||||||||||||||||||||||||||
| RSU withholdings | (0.3) | (20.7) | — | — | — | — | (20.7) | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock used for new issuances | (1.1) | (24.8) | (1.1) | 24.8 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | 3.6 | (247.2) | — | — | (247.2) | ||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of convertible debt | — | (58.2) | — | — | — | — | (58.2) | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | 41.8 | — | — | — | — | 41.8 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividend | — | — | — | — | — | (166.1) | (166.1) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2022 | 577.8 | $ | 2,356.1 | 27.8 | $ | (1,197.4) | $ | (11.6) | $ | 4,956.0 | $ | 6,103.1 | |||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | 577.8 | $ | 2,413.8 | 32.3 | $ | (1,660.2) | $ | (4.1) | $ | 5,764.1 | $ | 6,513.6 | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 666.4 | 666.4 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (0.3) | — | (0.3) | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from sales of common stock through employee equity incentive plans | 0.9 | 15.3 | — | — | — | — | 15.3 | ||||||||||||||||||||||||||||||||||||||||||||||
| RSU withholdings | (0.3) | (15.7) | — | — | — | — | (15.7) | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock used for new issuances | (0.6) | (14.7) | (0.6) | 14.7 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | 1.8 | (141.2) | — | — | (141.2) | ||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of convertible debt | — | (43.3) | — | — | — | — | (43.3) | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | 45.4 | — | — | — | — | 45.4 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividend | — | — | — | — | — | (208.9) | (208.9) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | 577.8 | 2,400.8 | 33.5 | (1,786.7) | (4.4) | 6,221.6 | 6,831.3 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | — | 666.6 | 666.6 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 1.6 | — | 1.6 | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from sales of common stock through employee equity incentive plans | 1.1 | 25.3 | — | — | — | — | 25.3 | ||||||||||||||||||||||||||||||||||||||||||||||
| RSU withholdings | (0.2) | (14.7) | — | — | — | — | (14.7) | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock used for new issuances | (0.9) | (19.7) | (0.9) | 19.7 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | 4.2 | (342.3) | — | — | (342.3) |
| Common Stock and Additional Paid-in-Capital | Common Stock Held in Treasury | Accumulated Other Comprehensive Loss | Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of convertible debt | — | (22.0) | — | — | — | — | (22.0) | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | 45.4 | — | — | — | — | 45.4 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividend | — | — | — | — | — | (222.7) | (222.7) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | 577.8 | $ | 2,415.1 | 36.8 | $ | (2,109.3) | $ | (2.8) | $ | 6,665.5 | $ | 6,968.5 | |||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Microchip Technology Incorporated and its majority-owned and controlled subsidiaries (the Company). All 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.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, pursuant to the rules and regulations of the SEC. The information furnished herein reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the interim periods reported. Certain information and footnote disclosures normally included in audited consolidated financial statements have been condensed or omitted pursuant to such SEC rules and regulations. It is suggested that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023. The results of operations for the three and six months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2024 or for any other period.
Note 2. Segment Information
The Company's reportable segments are semiconductor products and technology licensing. The Company does not allocate operating expenses, interest income, interest expense, other income or expense, or provision for or benefit from income taxes to these segments for internal reporting purposes, as the Company does not believe that allocating these expenses is beneficial in evaluating segment performance. Additionally, the Company does not allocate assets to segments for internal reporting purposes as it does not manage its segments by such metrics.
The following tables represent net sales and gross profit for each segment for the periods presented (in millions):
| Three Months Ended September 30, 2023 | Six Months Ended September 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Sales | Gross Profit | Net Sales | Gross Profit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Semiconductor products | $ | 2,227.7 | $ | 1,500.8 | $ | 4,482.5 | $ | 3,025.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Technology licensing | 26.6 | 26.6 | 60.4 | 60.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 2,254.3 | $ | 1,527.4 | $ | 4,542.9 | $ | 3,085.8 |
| Three Months Ended September 30, 2022 | Six Months Ended September 30, 2022 | ||||||||||||||||||||||
| Net Sales | Gross Profit | Net Sales | Gross Profit | ||||||||||||||||||||
| Semiconductor products | $ | 2,028.2 | $ | 1,352.9 | $ | 3,953.9 | $ | 2,624.9 | |||||||||||||||
| Technology licensing | 45.0 | 45.0 | 82.9 | 82.9 | |||||||||||||||||||
| Total | $ | 2,073.2 | $ | 1,397.9 | $ | 4,036.8 | $ | 2,707.8 |
Note 3. Net Sales
The following table represents the Company's net sales by product line (in millions):
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||
| Mixed-signal Microcontrollers | $ | 1,280.1 | $ | 1,179.5 | $ | 2,581.8 | $ | 2,242.5 | |||||||||||||||||||||||||||||||||
| Analog | 623.0 | 572.5 | 1,256.6 | 1,152.5 | |||||||||||||||||||||||||||||||||||||
| Other | 351.2 | 321.2 | 704.5 | 641.8 | |||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 2,254.3 | $ | 2,073.2 | $ | 4,542.9 | $ | 4,036.8 |
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):
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||
| Distributors | $ | 1,126.1 | $ | 958.3 | $ | 2,234.0 | $ | 1,871.4 | |||||||||||||||||||||||||||||||||
| Direct customers | 1,101.6 | 1,069.9 | 2,248.5 | 2,082.5 | |||||||||||||||||||||||||||||||||||||
| Licensees | 26.6 | 45.0 | 60.4 | 82.9 | |||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 2,254.3 | $ | 2,073.2 | $ | 4,542.9 | $ | 4,036.8 |
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.
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 September 30, 2023, the Company had approximately $899.0 million of deferred revenue, of which $175.7 million is included within accrued liabilities and the remaining $723.3 million is included within other long-term liabilities on the Company's condensed consolidated balance sheet. 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 condensed 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 $62.6 million of deferred revenue recorded on the Company's consolidated balance sheets as of March 31, 2023, was recognized as revenue during the six months ended September 30, 2023. This amount was immaterial for the six months ended September 30, 2022.
Of the $899.0 million of deferred revenue as of September 30, 2023, $857.7 million is cash collected from customers under LTSAs, of which $138.4 million is included within accrued liabilities and $719.3 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 $4.12 billion as of September 30, 2023, of which approximately 22% 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 conditions. Accordingly, the amount may not be indicative of net sales in future periods. The remaining $41.3 million of deferred revenue as of September 30, 2023 is related to other cash payments received from customers in advance of the Company’s performance obligations being satisfied. Most of the $41.3 million will be recognized as net sales within the next 12 months.
In addition to 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 September 30, 2023, for orders with initial durations in excess of 12 months, approximates 20% 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 conditions. Accordingly, the amount may not be indicative of net sales in future periods.
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):
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||
| Net income | $ | 666.6 | $ | 546.2 | $ | 1,333.0 | $ | 1,053.4 | |||||||||||||||||||||||||||||||||
| Basic weighted average common shares outstanding | 543.1 | 551.5 | 544.1 | 552.7 | |||||||||||||||||||||||||||||||||||||
| Dilutive effect of stock options and RSUs | 5.1 | 5.1 | 5.0 | 5.2 | |||||||||||||||||||||||||||||||||||||
| Dilutive effect of 2015 Senior Convertible Debt | 0.2 | 0.7 | 0.3 | 0.9 | |||||||||||||||||||||||||||||||||||||
| Dilutive effect of 2017 Senior Convertible Debt | 0.8 | 0.9 | 0.9 | 1.0 | |||||||||||||||||||||||||||||||||||||
| Dilutive effect of 2017 Junior Convertible Debt | — | 0.1 | — | 0.1 | |||||||||||||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | 549.2 | 558.3 | 550.3 | 559.9 | |||||||||||||||||||||||||||||||||||||
| Basic net income per common share | $ | 1.23 | $ | 0.99 | $ | 2.45 | $ | 1.91 | |||||||||||||||||||||||||||||||||
| Diluted net income per common share | $ | 1.21 | $ | 0.98 | $ | 2.42 | $ | 1.88 |
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. 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):
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||
| 2015 Senior Convertible Debt | $ | 29.10 | $ | 29.65 | $ | 29.18 | $ | 29.71 | |||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt | $ | 45.38 | $ | 46.24 | $ | 45.50 | $ | 46.34 | |||||||||||||||||||||||||||||||||
| 2020 Senior Convertible Debt | $ | 92.05 | $ | 92.92 | $ | 92.19 | $ | 93.00 | |||||||||||||||||||||||||||||||||
| 2017 Junior Convertible Debt(1) | $ | — | $ | 45.42 | $ | 44.81 | $ | 45.52 |
(1) The weighted average conversion price per share for the 2017 Junior Convertible Debt was prior to the settlement of the outstanding principal amount in May 2023.
Note 5**.** Debt
Debt obligations included in the condensed consolidated balance sheets consisted of the following (in millions):
| Coupon Interest Rate | Effective Interest Rate | |||||||||||||||||||||||||
| September 30, | March 31, | |||||||||||||||||||||||||
| 2023 | 2023 | |||||||||||||||||||||||||
| Revolving Credit Facility | $ | 39.0 | $ | 100.0 | ||||||||||||||||||||||
| 2025 Term Loan Facility | 750.0 | — | ||||||||||||||||||||||||
| Commercial Paper | 1,000.0 | — | ||||||||||||||||||||||||
| 4.333% 2023 Notes | 4.333% | 4.7% | — | 1,000.0 | ||||||||||||||||||||||
| 2.670% 2023 Notes | 2.670% | 2.8% | — | 1,000.0 | ||||||||||||||||||||||
| 0.972% 2024 Notes | 0.972% | 1.1% | 1,400.0 | 1,400.0 | ||||||||||||||||||||||
| 0.983% 2024 Notes | 0.983% | 1.1% | 1,000.0 | 1,000.0 | ||||||||||||||||||||||
| 4.250% 2025 Notes | 4.250% | 4.6% | 1,200.0 | 1,200.0 | ||||||||||||||||||||||
| Total Senior Indebtedness | 5,389.0 | 5,700.0 | ||||||||||||||||||||||||
| Senior Subordinated Convertible Debt - Principal Outstanding | ||||||||||||||||||||||||||
| 2015 Senior Convertible Debt | 1.625% | 1.8% | 6.7 | 12.4 | ||||||||||||||||||||||
| 2017 Senior Convertible Debt | 1.625% | 1.8% | 38.0 | 82.2 | ||||||||||||||||||||||
| 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 | ||||||||||||||||||||||
| Total Convertible Debt | 710.2 | 766.6 | ||||||||||||||||||||||||
| Gross long-term debt including current maturities | 6,099.2 | 6,466.6 | ||||||||||||||||||||||||
| Less: Debt discount(1) | (10.6) | (10.4) | ||||||||||||||||||||||||
| Less: Debt issuance costs(2) | (12.8) | (16.3) | ||||||||||||||||||||||||
| Net long-term debt including current maturities | 6,075.8 | 6,439.9 | ||||||||||||||||||||||||
| Less: Current maturities(3) | (1,661.1) | (1,398.2) | ||||||||||||||||||||||||
| Net long-term debt | $ | 4,414.7 | $ | 5,041.7 |
(1) The unamortized discount consists of the following (in millions):
| September 30, | March 31, | ||||||||||||||||||||||
| 2023 | 2023 | ||||||||||||||||||||||
| Commercial Paper | $ | (3.3) | $ | — | |||||||||||||||||||
| 4.333% 2023 Notes | — | (0.2) | |||||||||||||||||||||
| 2.670% 2023 Notes | — | (0.4) | |||||||||||||||||||||
| 0.972% 2024 Notes | (0.5) | (1.2) | |||||||||||||||||||||
| 0.983% 2024 Notes | (0.9) | (1.3) | |||||||||||||||||||||
| 4.250% 2025 Notes | (5.9) | (7.3) | |||||||||||||||||||||
| Total unamortized discount | $ | (10.6) | $ | (10.4) |
(2) Debt issuance costs consist of the following (in millions):
| September 30, | March 31, | ||||||||||||||||||||||
| 2023 | 2023 | ||||||||||||||||||||||
| Revolving Credit Facility | $ | (7.1) | $ | (8.6) | |||||||||||||||||||
| 2025 Term Loan Facility | (0.9) | — | |||||||||||||||||||||
| 4.333% 2023 Notes | — | (0.4) | |||||||||||||||||||||
| 2.670% 2023 Notes | — | (0.2) | |||||||||||||||||||||
| 0.972% 2024 Notes | (0.3) | (0.6) | |||||||||||||||||||||
| 0.983% 2024 Notes | (0.4) | (0.8) | |||||||||||||||||||||
| 4.250% 2025 Notes | (0.8) | (0.9) | |||||||||||||||||||||
| 2017 Senior Convertible Debt | (0.2) | (0.4) | |||||||||||||||||||||
| 2020 Senior Convertible Debt | (3.1) | (4.4) | |||||||||||||||||||||
| Total debt issuance costs | $ | (12.8) | $ | (16.3) |
(3) As of September 30, 2023, current maturities consisted of the 2020 Senior Convertible Debt which will be convertible on August 15, 2024, and the 0.983% 2024 Notes which mature on September 1, 2024. As of September 30, 2023, the outstanding Commercial Paper, and the 0.972% 2024 Notes which mature on February 15, 2024 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 September 30, 2023, the 2015 Senior Convertible Debt and the 2017 Senior Convertible Debt were convertible and are 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. 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 matured on September 1, 2023, and the 4.333% 2023 Notes, which matured on June 1, 2023 were excluded from current maturities as the Company had 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, the 2015 Senior Convertible Debt, the 2017 Senior Convertible Debt and the 2017 Junior Convertible Debt were excluded from current maturities as the Company had 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 September 30, 2023, are as follows (in millions):
| Fiscal year ending March 31, | Amount | |||||||
| 2024 | $ | 2,400.0 | ||||||
| 2025 | 1,672.2 | |||||||
| 2026 | 1,950.0 | |||||||
| 2027 | 77.0 | |||||||
| Total | $ | 6,099.2 |
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 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; 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.
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 September 30, 2023 | |||||||||||||||||||||||
| Conversion Rate | Approximate Conversion Price | Incremental Share Factor | Maximum Conversion Rate | ||||||||||||||||||||
| 2015 Senior Convertible Debt(1) | 34.3667 | $ | 29.10 | 17.1851 | 48.1125 | ||||||||||||||||||
| 2017 Senior Convertible Debt(1) | 22.0373 | $ | 45.38 | 11.0194 | 31.4033 | ||||||||||||||||||
| 2020 Senior Convertible Debt(1) | 10.8633 | $ | 92.05 | — | 15.2086 | ||||||||||||||||||
(1) As of September 30, 2023, the 2020 Senior Convertible Debt was not convertible. As of September 30, 2023, the holders of each of the 2015 Senior Convertible Debt and 2017 Senior Convertible Debt have the right to convert their notes between October 1, 2023 and December 31, 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 September 30, 2023. As of September 30, 2023, the adjusted conversion rate for the 2015 Senior Convertible Debt and the 2017 Senior Convertible Debt would be increased to 45.1450 shares of common stock and 26.6501 shares of common stock, respectively, per $1,000 principal amount of notes based on the closing price of $78.05 per share of common stock to include an additional maximum incremental share rate per the terms of the applicable indenture. As of September 30, 2023, each of the 2015 Senior Convertible Debt and 2017 Senior Convertible Debt had a conversion value in excess of par of $17.0 million and $41.1 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 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):
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||
| Debt issuance cost amortization | $ | 1.1 | $ | 1.7 | $ | 2.6 | $ | 3.4 | |||||||||||||||||||||||||||||||||
| Debt discount amortization | 3.1 | 1.8 | 4.8 | 3.6 | |||||||||||||||||||||||||||||||||||||
| Interest expense | 40.4 | 47.2 | 81.9 | 91.0 | |||||||||||||||||||||||||||||||||||||
| Total interest expense on Senior Indebtedness | 44.6 | 50.7 | 89.3 | 98.0 | |||||||||||||||||||||||||||||||||||||
| Debt issuance cost amortization | 0.7 | 0.7 | 1.4 | 1.3 | |||||||||||||||||||||||||||||||||||||
| Coupon interest expense | 0.4 | 0.7 | 0.9 | 1.7 | |||||||||||||||||||||||||||||||||||||
| Total interest expense on Convertible Debt | 1.1 | 1.4 | 2.3 | 3.0 | |||||||||||||||||||||||||||||||||||||
| Other interest expense | 1.1 | 1.2 | 2.4 | 2.6 | |||||||||||||||||||||||||||||||||||||
| Total interest expense | $ | 46.8 | $ | 53.3 | $ | 94.0 | $ | 103.6 |
The Company's debt settlement transactions consists of the following (in millions):
| Principal Amount Settled | Total Cash Consideration | Net Loss on Inducements and Settlements | ||||||||||||||||||||||||||||||||||||||||||||||||
| September 2023(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2.670% 2023 Notes | $ | 1,000.0 | $ | 1,000.0 | $ | — | ||||||||||||||||||||||||||||||||||||||||||||
| August 2023(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt | $ | 18.2 | $ | 42.7 | $ | 3.1 | ||||||||||||||||||||||||||||||||||||||||||||
| June 2023(3) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 4.333% 2023 Notes | $ | 1,000.0 | $ | 1,000.0 | $ | — | ||||||||||||||||||||||||||||||||||||||||||||
| May 2023(4) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2015 Senior Convertible Debt | $ | 5.6 | $ | 18.9 | $ | 0.4 | ||||||||||||||||||||||||||||||||||||||||||||
| 2017 Senior Convertible Debt | $ | 25.9 | $ | 56.3 | $ | 6.6 | ||||||||||||||||||||||||||||||||||||||||||||
| 2017 Junior Convertible Debt | $ | 6.5 | $ | 14.9 | $ | 2.1 | ||||||||||||||||||||||||||||||||||||||||||||
(1) The Company used borrowings under its 2025 Term Loan Facility and its Revolving Credit Facility to finance the settlement.
(2) The Company settled portions of its 2017 Senior Convertible Debt in privately negotiated transactions that are accounted for as induced conversions.
(3) The Company used borrowings under its Revolving Credit Facility to finance a portion of such settlement.
(4) The Company settled portions of its 2015 Senior Convertible Debt and 2017 Senior Convertible Debt, and the outstanding principal amount of its 2017 Junior Convertible Debt in privately negotiated transactions that are accounted for as induced conversions.
Senior Credit Facilities
In August 2023, the amended and restated Credit Agreement, dated as of December 16, 2021, was amended by the first incremental term loan amendment, dated as of August 31, 2023. Pursuant to this amendment, the Company borrowed an aggregate principal amount of $750.0 million under the new 2025 Term Loan Facility bearing interest at the Adjusted Term SOFR Rate, plus a margin of 1.125% to 1.5%, or Alternate Base Rate, plus a margin of 0.125% to 0.5%, with a maturity date of August 31, 2025. The interest rate margins are determined based on the Company's credit rating.
Commercial Paper
In September 2023, the Company established a commercial paper program under which the Company may issue short-term unsecured promissory notes up to a maximum principal amount outstanding at any time of $2.75 billion with a maturity of up to 397 days from the date of issue. The Company's obligations with respect to the payment of the Commercial Paper are guaranteed by certain of its subsidiaries. The Commercial Paper will be sold at a discount from par or alternatively, will be sold at par and bear interest rates that will vary based on market conditions and the time of issuance. Outstanding Commercial Paper reduces the amounts that would otherwise be available to borrow under the Company's Revolving Credit Facility. As of September 30, 2023, the Company had $1.00 billion of principal amount of Commercial Paper outstanding. The weighted-average interest rate of the Company's outstanding Commercial Paper was 5.64% as of September 30, 2023.
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.
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 September 30, 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, the 2025 Term Loan Facility, and the Commercial Paper, 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, the 2025 Term Loan Facility, and the Commercial Paper at September 30, 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):
| September 30, 2023 | March 31, 2023 | ||||||||||||||||||||||
| Carrying Amount(1) | Fair Value | Carrying Amount(1) | Fair Value | ||||||||||||||||||||
| Revolving Credit Facility | $ | 31.9 | $ | 39.0 | $ | 91.4 | $ | 100.0 | |||||||||||||||
| 2025 Term Loan Facility | 749.1 | 750.0 | — | — | |||||||||||||||||||
| Commercial Paper | 996.7 | 1,000.0 | — | — | |||||||||||||||||||
| 4.333% 2023 Notes | — | — | 999.4 | 997.1 | |||||||||||||||||||
| 2.670% 2023 Notes | — | — | 999.4 | 985.4 | |||||||||||||||||||
| 0.972% 2024 Notes | 1,399.2 | 1,374.1 | 1,398.2 | 1,337.6 | |||||||||||||||||||
| 0.983% 2024 Notes | 998.7 | 955.1 | 997.9 | 941.9 | |||||||||||||||||||
| 4.250% 2025 Notes | 1,193.3 | 1,162.9 | 1,191.8 | 1,176.0 | |||||||||||||||||||
| 2015 Senior Convertible Debt | 6.7 | 23.6 | 12.4 | 41.8 | |||||||||||||||||||
| 2017 Senior Convertible Debt | 37.8 | 84.1 | 81.8 | 189.6 | |||||||||||||||||||
| 2020 Senior Convertible Debt | 662.4 | 693.9 | 661.1 | 732.1 | |||||||||||||||||||
| 2017 Junior Convertible Debt | — | — | 6.5 | 14.5 | |||||||||||||||||||
| Total | $ | 6,075.8 | $ | 6,082.7 | $ | 6,439.9 | $ | 6,516.0 | |||||||||||||||
(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):
| September 30, 2023 | ||||||||||||||||||||
| Gross Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||
| Core and developed technology | $ | 7,285.0 | $ | (4,371.9) | $ | 2,913.1 | ||||||||||||||
| Customer-related | 196.7 | (132.8) | 63.9 | |||||||||||||||||
| Software licenses | 219.1 | (107.3) | 111.8 | |||||||||||||||||
| Total | $ | 7,700.8 | $ | (4,612.0) | $ | 3,088.8 |
| 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 |
The following is an expected amortization schedule for the intangible assets for the remainder of fiscal 2024 through fiscal 2028, absent any future acquisitions or impairment charges (in millions):
| Fiscal Year Ending March 31, | Amortization Expense | |||||||
| 2024 | $ | 343.9 | ||||||
| 2025 | $ | 554.9 | ||||||
| 2026 | $ | 485.3 | ||||||
| 2027 | $ | 383.6 | ||||||
| 2028 | $ | 297.9 |
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):
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||
| Amortization expense charged to cost of sales | $ | 3.0 | $ | 3.9 | $ | 6.0 | $ | 7.2 | |||||||||||||||||||||||||||||||||
| Amortization expense charged to operating expense | 169.0 | 184.3 | 338.4 | 368.7 | |||||||||||||||||||||||||||||||||||||
| Total amortization expense | $ | 172.0 | $ | 188.2 | $ | 344.4 | $ | 375.9 |
The Company recognized impairment charges of $0.6 million and $1.1 million in the three and six months ended September 30, 2023, respectively. There were no impairment charges in the three and six months ended September 30, 2022.
Goodwill activity by segment was as follows (in millions):
| Semiconductor Products Reporting Unit | Technology Licensing Reporting Unit | ||||||||||
| Balance at March 31, 2023 | $ | 6,654.4 | $ | 19.2 | |||||||
| Additions | 1.8 | — | |||||||||
| Balance at September 30, 2023 | $ | 6,656.2 | $ | 19.2 |
At March 31, 2023, the Company applied a qualitative goodwill impairment test to its two reporting units, and concluded that goodwill was not impaired. Through September 30, 2023, the Company has never recorded a goodwill impairment charge.
Note 8**.** Other Financial Statement Details
Accounts Receivable
Accounts receivable consists of the following (in millions):
| September 30, | March 31, | ||||||||||
| 2023 | 2023 | ||||||||||
| Trade accounts receivable | $ | 1,702.2 | $ | 1,300.4 | |||||||
| Other | 12.3 | 13.5 | |||||||||
| Total accounts receivable, gross | 1,714.5 | 1,313.9 | |||||||||
| Less: allowance for expected credit losses | 8.3 | 8.6 | |||||||||
| Total accounts receivable, net | $ | 1,706.2 | $ | 1,305.3 |
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. The Company did not sell its
trade accounts receivable in the three months ended September 30, 2023. Total trade accounts receivable sold under the factoring arrangement in the six months ended September 30, 2023 were $64.9 million, compared to $186.2 million and $354.9 million for the three and six months ended September 30, 2022, respectively.
Inventories
The components of inventories consist of the following (in millions):
| September 30, | March 31, | ||||||||||
| 2023 | 2023 | ||||||||||
| Raw materials | $ | 181.6 | $ | 192.6 | |||||||
| Work in process | 859.6 | 809.8 | |||||||||
| Finished goods | 289.7 | 322.5 | |||||||||
| Total inventories | $ | 1,330.9 | $ | 1,324.9 |
Property, Plant and Equipment
Property, plant and equipment consists of the following (in millions):
| September 30, | March 31, | ||||||||||
| 2023 | 2023 | ||||||||||
| Land | $ | 89.3 | $ | 89.3 | |||||||
| Building and building improvements | 746.6 | 716.4 | |||||||||
| Machinery and equipment | 2,743.9 | 2,669.1 | |||||||||
| Projects in process | 372.6 | 354.3 | |||||||||
| Total property, plant and equipment, gross | 3,952.4 | 3,829.1 | |||||||||
| Less: accumulated depreciation and amortization | 2,745.5 | 2,651.2 | |||||||||
| Total property, plant and equipment, net | $ | 1,206.9 | $ | 1,177.9 |
Depreciation expense attributed to property, plant and equipment was $47.0 million and $97.5 million for the three and six months ended September 30, 2023, respectively, compared to $63.6 million and $135.3 million for the three and six months ended September 30, 2022, respectively. Depreciation expense in the three and six months ended September 30, 2023 included the impact of higher production levels, manufacturing expansion activities and moving and repurposing floor space 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 each of the three and six months ended September 30, 2023 and 2022, the Company’s evaluation of its property, plant and equipment did not result in any material impairments.
Accrued Liabilities
Accrued liabilities consists of the following (in millions):
| September 30, | March 31, | ||||||||||
| 2023 | 2023 | ||||||||||
| Accrued compensation and benefits | $ | 182.1 | $ | 193.5 | |||||||
| Income taxes payable | 107.9 | 106.2 | |||||||||
| Deferred revenue | 175.7 | 121.4 | |||||||||
| Sales related reserves | 727.2 | 536.1 | |||||||||
| Current portion of lease liabilities | 32.3 | 31.5 | |||||||||
| Accrued expenses and other liabilities | 242.8 | 334.8 | |||||||||
| Total accrued liabilities | $ | 1,468.0 | $ | 1,323.5 |
Note 9**.** 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 September 30, 2023, are as follows (in millions):
| Fiscal Year Ending March 31, | Purchase Commitments | |||||||
| 2024 | $ | 586.9 | ||||||
| 2025 | 219.7 | |||||||
| 2026 | 231.4 | |||||||
| 2027 | 196.9 | |||||||
| 2028 | 171.0 | |||||||
| Thereafter | 196.3 | |||||||
| Total | $ | 1,602.2 |
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 $189.0 million. There are some licensing agreements in place that do not specify indemnification limits. As of September 30, 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 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.
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 September 30, 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.
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.
Note 10. Income Taxes
The Company accounts for income taxes in accordance with ASC 740. The provision for income taxes is attributable to U.S. federal, state, and foreign income taxes. The Company’s effective tax rate for the interim period ended September 30, 2023 is 20.68% and is based on an estimated annual effective tax rate including the tax effect of items required to be recorded discretely in the interim periods in which those items occur. A comparison of the Company’s effective tax rates for the six months ended September 30, 2023 and September 30, 2022 is not meaningful due to the amount of pre-tax income, and income tax expense recorded during the prior period.
The Company's effective tax rate is different than the statutory rates in the U.S. due to foreign income taxed at different rates than the U.S., changes in uncertain tax benefit positions, changes to valuation allowances, generation of tax credits, and the impact of Global Intangible Low Tax Income (GILTI) in the U.S. In addition, the Company has numerous tax holidays it receives related to its Thailand manufacturing operations based on its investment in property, plant and equipment in Thailand. The Company's tax holiday periods in Thailand expire at various times in the future, however, the Company actively seeks to obtain new tax holidays. The material components of foreign income taxed at a rate lower than the U.S. are earnings accrued in Thailand, Malta, and Ireland.
The Company files U.S. federal, U.S. state, and foreign income tax returns. For U.S. federal, and in general for U.S. state tax returns, the fiscal 2007 and later tax years remain 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.
Note 11. Share-Based Compensation
The following table presents the details of the Company's share-based compensation expense (in millions):
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||
| Cost of sales(1) | $ | 7.4 | $ | 6.5 | $ | 14.2 | $ | 14.2 | |||||||||||||||||||||||||||||||||
| Research and development | 23.7 | 19.8 | 46.6 | 39.9 | |||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 14.3 | 15.0 | 29.1 | 28.4 | |||||||||||||||||||||||||||||||||||||
| Pre-tax effect of share-based compensation | 45.4 | 41.3 | 89.9 | 82.5 | |||||||||||||||||||||||||||||||||||||
| Income tax benefit | 9.6 | 8.8 | 19.0 | 17.6 | |||||||||||||||||||||||||||||||||||||
| Net income effect of share-based compensation | $ | 35.8 | $ | 32.5 | $ | 70.9 | $ | 64.9 |
(1) During the three and six months ended September 30, 2023, $4.7 million and $9.9 million, respectively, of share-based compensation expense was capitalized to inventory and $7.4 million and $14.2 million, respectively, of previously capitalized share-based compensation expense in inventory was sold. During the three and six months ended September 30, 2022, $4.7 million and $9.5 million, respectively, of share-based compensation expense was capitalized to inventory and $6.5 million and $14.2 million, respectively, of previously capitalized share-based compensation expense in inventory was sold.
Note 12**.** 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 three and six months ended September 30, 2023, the Company purchased approximately 4.2 million shares and 6.0 million shares, respectively, of its common stock for a total cost of $342.3 million and $483.5 million, respectively, including the 1% excise tax on stock repurchases enacted by the Inflation Reduction Act of 2022 (Inflation Reduction Act). As of September 30, 2023, approximately $2.15 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 September 30, 2023, the Company had approximately 36.8 million treasury shares.
Note 13**.** 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, 2023 | $ | 11.0 | $ | (15.1) | $ | (4.1) | |||||||||||||||||
| Net other comprehensive income | 1.3 | — | 1.3 | ||||||||||||||||||||
| Balance at September 30, 2023 | $ | 12.3 | $ | (15.1) | $ | (2.8) | |||||||||||||||||
Note 14. Dividends
A quarterly cash dividend of $0.410 per share was paid on September 5, 2023 in the aggregate amount of $222.7 million. A quarterly cash dividend of $0.439 per share was declared on November 2, 2023 and will be paid on December 6, 2023 to stockholders of record as of November 22, 2023. The Company expects the December 2023 payment of its quarterly cash dividend to be approximately $238.0 million.
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