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, 2023
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 26, 2023 was 541,045,298.
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
INDEX
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
Defined Terms(1)
| Term | Definition | |||||||
| 4.333% 2023 Notes | 2023 Senior Unsecured Notes, matured on June 1, 2023 | |||||||
| 2.670% 2023 Notes | 2023 Senior Unsecured Notes, matured on September 1, 2023 | |||||||
| 0.972% 2024 Notes | 2024 Senior Unsecured Notes, maturing on February 15, 2024 | |||||||
| 0.983% 2024 Notes | 2024 Senior Unsecured Notes, maturing on September 1, 2024 | |||||||
| 4.250% 2025 Notes | 2025 Senior Unsecured Notes, maturing on September 1, 2025 | |||||||
| 2015 Senior Convertible Debt | 2015 Senior Convertible Debt, maturing on February 15, 2025 | |||||||
| 2017 Senior Convertible Debt | 2017 Senior Convertible Debt, maturing on February 15, 2027 | |||||||
| 2020 Senior Convertible Debt | 2020 Senior Convertible Debt, maturing on November 15, 2024 | |||||||
| 2017 Junior Convertible Debt | 2017 Junior Convertible Debt which was fully settled in May 2023 | |||||||
| 2025 Term Loan Facility | $750.0 million term loan facility created pursuant to the amended Credit Agreement | |||||||
| ASU | Accounting Standards Update | |||||||
| ASU 2020-06 | ASU 2020-06 - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity | |||||||
| CEMs | Client engagement managers | |||||||
| CHIPS Act | CHIPS and Science Act of 2022 | |||||||
| Commercial Paper | Short-term unsecured promissory notes, of up to $2.75 billion outstanding at any one time | |||||||
| Convertible Debt | 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt, and 2017 Junior Convertible Debt prior to the May 2023 settlement | |||||||
| 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, as amended by the First Incremental Term Loan Amendment, dated as of August 31, 2023 | |||||||
| EAR | Export Administration Regulation | |||||||
| ESEs | Embedded solutions engineers | |||||||
| ESG | Environmental, social and governance | |||||||
| Exchange Act | Securities Exchange Act of 1934, as amended | |||||||
| FASB | Financial Accounting Standards Board | |||||||
| FPGA | Field-programmable gate array | |||||||
| LTSAs | Long-term supply agreements | |||||||
| 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 | |||||||
| SEC | U.S. Securities and Exchange Commission | |||||||
| Senior Credit Facilities | Revolving Credit Facility and 2025 Term Loan Facility | |||||||
| Senior Indebtedness | Revolving Credit Facility, 2025 Term Loan Facility, Commercial Paper, 4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, and 4.250% 2025 Notes | |||||||
| Senior Notes | 4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, and 4.250% 2025 Notes | |||||||
| SiC | Silicon Carbide | |||||||
| SOFR | Secured Overnight Financing Rate | |||||||
| 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