XML 39 R28.htm IDEA: XBRL DOCUMENT
v3.22.2.2

Debt (Tables) | 6 Months Ended
--- | ---
Sep. 30, 2022
Debt Disclosure [Abstract] |
Schedule of Debt Instruments | Debt obligations included in the condensed consolidated balance sheets consisted of the following (in millions):
| Coupon Interest Rate |  | Effective Interest Rate |  |  |  |  |
|  |  | September 30, 2022 |  | March 31, 2022
Revolving Credit Facility |  |  |  |  |  | $ | 972.1 |  |  | $ | 1,399.1 |
4.333% 2023 Notes | 4.333% |  | 4.7% |  |  | 1,000.0 |  |  | 1,000.0 |
2.670% 2023 Notes | 2.670% |  | 2.8% |  |  | 1,000.0 |  |  | 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 |  |  |  |  |  | 6,572.1 |  |  | 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 |  |  |  |  |  | 7,338.7 |  |  | 7,837.2 |
Less: Debt discount(1) |  |  |  |  |  | (14.1) |  |  | (124.6) |
Less: Debt issuance costs(2) |  |  |  |  |  | (21.1) |  |  | (25.2) |
Net long-term debt including current maturities |  |  |  |  |  | 7,303.5 |  |  | 7,687.4 |
Less: Current maturities(3) |  |  |  |  |  | (998.6) |  |  | — |
Net long-term debt |  |  |  |  |  | $ | 6,304.9 |  |  | $ | 7,687.4 |
(1) The unamortized discount consists of the following (in millions):
| September 30, |  | March 31, |  |
| 2022 |  | 2022 |  |  |  |
4.333% 2023 Notes | $ | (0.8) |  |  | $ | (1.3) |  |  |  |  |
2.670% 2023 Notes | (0.9) |  |  | (1.3) |  |  |  |  |
0.972% 2024 Notes | (1.8) |  |  | (2.5) |  |  |  |  |
0.983% 2024 Notes | (1.8) |  |  | (2.2) |  |  |  |  |
4.250% 2025 Notes | (8.8) |  |  | (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 | $ | (14.1) |  |  | $ | (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 2 for further information). (2) Debt issuance costs consist of the following (in millions):
|  |  | September 30, |  | March 31,
|  |  |  |  | 2022 |  | 2022
Revolving Credit Facility |  |  |  |  | $ | (9.4) |  |  | $ | (10.6) |
4.333% 2023 Notes |  |  |  |  | (1.6) |  |  | (2.9) |
2.670% 2023 Notes |  |  |  |  | (0.5) |  |  | (0.8) |
0.972% 2024 Notes |  |  |  |  | (0.9) |  |  | (1.3) |
0.983% 2024 Notes |  |  |  |  | (1.1) |  |  | (1.4) |
4.250% 2025 Notes |  |  |  |  | (1.1) |  |  | (1.3) |
2015 Senior Convertible Debt |  |  |  |  | (0.1) |  |  | (0.1) |
2017 Senior Convertible Debt |  |  |  |  | (0.5) |  |  | (0.6) |
2020 Senior Convertible Debt |  |  |  |  | (5.8) |  |  | (6.2) |
2017 Junior Convertible Debt |  |  |  |  | (0.1) |  |  | — |
Total debt issuance costs |  |  |  |  | $ | (21.1) |  |  | $ | (25.2) |
(3) As of September 30, 2022, the 2.670% 2023 Notes, which mature on September 1, 2023, are included as current maturities because they mature within 12 months and there is not sufficient availability in the Revolving Credit Facility to refinance these notes on a long-term basis. As of September 30, 2022, the 4.333% 2023 Notes, which mature on June 1, 2023, are 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, 2022 and March 31, 2022, the 2015 Senior Convertible Debt, the 2017 Senior Convertible Debt and the 2017 Junior 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.
Schedule of Maturities of Long-term Debt | Expected maturities relating to the Company’s debt obligations as of September 30, 2022 are as follows (in millions):
Fiscal year ending March 31, |  | Amount
2023 |  | $ | — |
2024 |  | 3,400.0 |
2025 |  | 1,677.9 |
2026 |  | 1,200.0 |
2027 |  | 1,054.3 |
Thereafter |  | 6.5 |
Total |  | $ | 7,338.7 |
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, 2022
| Conversion Rate |  | Approximate Conversion Price |  | Incremental Share Factor |  | Maximum Conversion Rate
2015 Senior Convertible Debt(1) | 33.7284 |  |  | $ | 29.65 |  |  | 16.8659 |  |  | 47.2188 |
2017 Senior Convertible Debt(1) | 21.6279 |  |  | $ | 46.24 |  |  | 10.8146 |  |  | 30.8200 |
2020 Senior Convertible Debt(1) | 10.7617 |  |  | $ | 92.92 |  |  | — |  |  | 15.0663 |
2017 Junior Convertible Debt(1) | 22.0144 |  |  | $ | 45.42 |  |  | 11.0083 |  |  | 30.8200 |
(1) As of September 30, 2022, the 2020 Senior Convertible Debt was not convertible. As of September 30, 2022, 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 October 1, 2022 and December 31, 2022 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, 2022. As of September 30, 2022, the adjusted conversion rate for the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt would be increased to 42.4008 shares of common stock, 24.2493 shares of common stock, and 24.8292 shares of common stock, respectively, per $1,000 principal amount of notes based on the closing price of $61.03 per share of common stock to include an additional maximum incremental share rate per the terms of the applicable indenture. As of September 30, 2022, 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 $19.7 million, $39.5 million, and $3.3 million, respectively.
Schedule of Interest Expense | Interest expense consists of the following (in millions):
|  |  | Three Months Ended September 30, |  | Six Months Ended September 30,
|  |  |  |  |  |  | 2022 |  | 2021 |  | 2022 |  | 2021
Debt issuance cost amortization |  |  |  |  |  |  | $ | 1.7 |  |  | $ | 2.3 |  |  | $ | 3.4 |  |  | $ | 5.2 |
Debt discount amortization |  |  |  |  |  |  | 1.8 |  |  | 1.7 |  |  | 3.6 |  |  | 3.6 |
Interest expense |  |  |  |  |  |  | 47.2 |  |  | 46.9 |  |  | 91.0 |  |  | 99.6 |
Total interest expense on Senior Indebtedness |  |  |  |  |  |  | 50.7 |  |  | 50.9 |  |  | 98.0 |  |  | 108.4 |
Debt issuance cost amortization |  |  |  |  |  |  | 0.7 |  |  | 0.6 |  |  | 1.3 |  |  | 1.2 |
Debt discount amortization |  |  |  |  |  |  | — |  |  | 9.9 |  |  | — |  |  | 20.6 |
Coupon interest expense |  |  |  |  |  |  | 0.7 |  |  | 2.2 |  |  | 1.7 |  |  | 5.0 |
Total interest expense on Convertible Debt |  |  |  |  |  |  | 1.4 |  |  | 12.7 |  |  | 3.0 |  |  | 26.8 |
Other interest expense |  |  |  |  |  |  | 1.2 |  |  | 1.2 |  |  | 2.6 |  |  | 1.9 |
Total interest expense |  |  |  |  |  |  | $ | 53.3 |  |  | $ | 64.8 |  |  | $ | 103.6 |  |  | $ | 137.1 |
Schedule of Settlement Transactions | The Company's debt settlement transactions consists of the following (in millions)(1):
| Principal Amount Settled |  | Total Cash Consideration |  |  |  |  |  |  |  |  |  |  |  |  | Net Loss on Inducements and Settlements
August 2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2015 Senior Convertible Debt | $ | 22.0 |  |  | $ | 67.7 |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 1.3 |
2017 Senior Convertible Debt | $ | 14.9 |  |  | $ | 29.2 |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 0.8 |
May 2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2017 Senior Convertible Debt | $ | 31.0 |  |  | $ | 65.3 |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 5.9 |
2017 Junior Convertible Debt | $ | 3.6 |  |  | $ | 8.2 |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 0.3 |
(1) The Company settled portions of its convertible debt in privately negotiated transactions that are accounted for as induced conversions.

X
- Definition Schedule of Interest Expense [Table Text Block] + References No definition available. + Details
Name: | mchp_ScheduleofInterestExpenseTableTextBlock
Namespace Prefix: | mchp_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of convertible debt instrument. Includes, but is not limited to, principal amount and amortized premium or discount. + References No definition available. + Details
Name: | us-gaap_ConvertibleDebtTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation. + References No definition available. + Details
Name: | us-gaap_ScheduleOfDebtTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of debt extinguished which may include, amount of gain (loss), the income tax effect and the per share amount of the aggregate gain (loss), net of the related income tax. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=7516071&loc=d3e13374-112631 + Details
Name: | us-gaap_ScheduleOfExtinguishmentOfDebtTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of maturity and sinking fund requirement for long-term debt. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 10 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=123465755&loc=d3e1835-112601 + Details
Name: | us-gaap_ScheduleOfMaturitiesOfLongTermDebtTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration