Cover and table of contents
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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2022
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File Number: 0-21184

MICROCHIP TECHNOLOGY INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 86-0629024 | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
2355 W. Chandler Blvd., Chandler, AZ 85224-6199
(Address of Registrant's Principal Executive Offices)
(480) 792-7200
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
| Common Stock, $0.001 par value | MCHP | NASDAQ Stock Market LLC | ||||||
| (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||||||||||||||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares outstanding of the registrant's Common Stock, $0.001 par value, as of October 27, 2022 was 550,008,710.
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
INDEX
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
Defined Terms(1)
| Term | Definition | |||||||
| 4.333% 2023 Notes | 2023 Senior Unsecured Notes, maturing June 1, 2023 | |||||||
| 2.670% 2023 Notes | 2023 Senior Unsecured Notes, maturing September 1, 2023 | |||||||
| 0.972% 2024 Notes | 2024 Senior Unsecured Notes, maturing February 15, 2024 | |||||||
| 0.983% 2024 Notes | 2024 Senior Unsecured Notes, maturing September 1, 2024 | |||||||
| 4.250% 2025 Notes | 2025 Senior Unsecured Notes, maturing September 1, 2025 | |||||||
| 2015 Senior Convertible Debt | 2015 Senior Convertible Debt, maturing February 15, 2025 | |||||||
| 2017 Senior Convertible Debt | 2017 Senior Convertible Debt, maturing February 15, 2027 | |||||||
| 2020 Senior Convertible Debt | 2020 Senior Convertible Debt, maturing November 15, 2024 | |||||||
| 2017 Junior Convertible Debt | 2017 Junior Convertible Debt, maturing February 15, 2037 | |||||||
| ASU | Accounting Standards Update | |||||||
| CEMs | Client engagement managers | |||||||
| CHIPS Act | CHIPS and Science Act of 2022 | |||||||
| Convertible Debt | 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt, and 2017 Junior Convertible Debt | |||||||
| Credit Agreement | Amended and Restated Credit Agreement, dated as of December 16, 2021, among the Company, as borrower, the lenders from time to time party thereto, and J.P. Morgan Chase Bank, N.A., as administrative agent | |||||||
| EAR | Export Administration Regulation | |||||||
| ESEs | Embedded solutions engineers | |||||||
| Exchange Act | Securities Exchange Act of 1934, as amended | |||||||
| FASB | Financial Accounting Standards Board | |||||||
| FPGA | Field-programmable gate array | |||||||
| OEMs | Original equipment manufacturers | |||||||
| R&D | Research and development | |||||||
| Revolving Credit Facility | $2.75 billion revolving credit facility created pursuant to the Credit Agreement | |||||||
| RSUs | Restricted stock units | |||||||
| SARs | Stock appreciation rights | |||||||
| SEC | U.S. Securities and Exchange Commission | |||||||
| Senior Indebtedness | Revolving Credit Facility, 3.922% 2021 Notes, 4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, and 4.250% 2025 Notes | |||||||
| Senior Notes | 3.922% 2021 Notes, 4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, and 4.250% 2025 Notes | |||||||
| TCJA | Tax Cuts and Jobs Act of 2017 | |||||||
| U.S. GAAP | U.S. Generally Accepted Accounting Principles |
(1) Certain terms used within this Form 10-Q are defined in the above table.
PART I. FINANCIAL INFORMATION
Next: Item 1. Financial Statements