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Scaling New Heights
Annual Report 2007
Corporate Profile
Corporate Information
M
icrochip Technology Incorporated is a leading provider of microcontroller and
analog semiconductors, providing low-risk product development, lower total
system cost and faster time to market for thousands of diverse customer
applications worldwide. Headquartered in Chandler, Arizona, Microchip offers
outstanding technical support along with dependable delivery and quality.
For more information, visit the Microchip Web site at www.microchip.com.
• Founded in 1989
• Approximately 4,500 employees worldwide
• Quality systems are ISO/TS-16949:2002 certified
• More than 45 sales offices worldwide
• Manufacturing facilities: Tempe, Arizona USA; Gresham, Oregon USA;
Bangkok, Thailand
• Development centers: Bangalore, India; Bangkok, Thailand; Manila, Philippines;
Lausanne, Switzerland; Bucharest, Romania; Santa Clara, California USA;
Chandler, Arizona USA
Registered Public Accounting Firm
Ernst & Young LLP
Phoenix, Arizona
Legal Counsel
Wilson Sonsini Goodrich & Rosati, P. C.
Palo Alto, California
Austin, Texas
Transfer Agent & Registrar
Wells Fargo Bank Minnesota, N.A.
Shareowner Services
161 North Concord Exchange
P. O. Box 64854
St. Paul, Minnesota 55075-1139
800-468-9716
Form 10-K
A copy of the Company’s Form 10-K as filed
with the Securities and Exchange Commission
is available upon request to:
Investor Relations
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona 85224-6199
480-792-7761
Annual Meeting
The annual meeting of the stockholders of Microchip
Technology Incorporated will be held at the Company’s
Chandler facility, 2355 West Chandler Boulevard,
Chandler, Arizona, on Friday, August 17, 2007
at 9:00 a.m. Pacific Standard Time.
Common Stock
Microchip Technology’s common stock is traded on
the Nasdaq Global Market under the symbol “MCHP. ”
The following table sets forth the quarterly high and
low closing prices as reported by the Nasdaq Global
Market for the last two fiscal years.
Fiscal 2007
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High Low
$38.15
$34.88
$34.83
$37.49
$31.79
$31.11
$31.40
$33.21
Fiscal 2006
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
$30.68
$32.61
$34.64
$37.74
Low
$24.60
$28.52
$27.30
$32.13
Corporate Facilities
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona 85224-6199
Microchip Technology Incorporated
1200 South 52nd Street
Tempe, Arizona 85281
Microchip Technology Incorporated
21015 SE Stark Street
Gresham, Oregon 97030
Internet Address
Additional Company information, along with the most
recent financial and product information and press
releases, can be accessed at: www.microchip.com.
Microchip Technology (Thailand) Co., Ltd.
14 Moo 1 T. Wangtakien
A. Muangchachoengsao
Chacherngsao, 24000, Thailand
The statements contained in this Annual Report relating to our shareholders benefiting even further from our continued outstanding performance, producing significant value
to our shareholders, engaging highly talented professionals who can further contribute to our success, our commitment to the best possible service and support, demand
creation initiatives fueling further sales expansion, our growing presence in embedded designs worldwide, time to revenue for 16-bit solutions being much longer, driving
future growth through development tools, software libraries and technical documentation, our entire 8-bit line fueling sizable revenue growth, attracting and securing
new customer design opportunities, continuing to be a market leader in serial EEPROMs, our business being exceptionally strong, being well-positioned for continued
market share gains in fiscal year 2008 and beyond, strong momentum and solid foundation for our trek to $2 billion, maintaining the path of continuous improvement, cost
reduction, financial performance and unwavering focus, our culture driving substantial innovation and cost savings, squeezing performance out of production equipment,
our manufacturing system delivering high yields, maintaining high gross margins, responding quickly to competitive pricing pressures, continuing to enjoy very low-cost
manufacturing, planning to add incremental capacity, room for expansion in wafer fabrication, enabling us to reach $2 billion in annual sales with relatively low capital
expenditures, delivering a steady stream of products for our customers, keeping lead times short, future process technologies enhancing die yields and enabling additional
die shrinks, entering new market spaces to expand our revenue base, adding features and functionality to existing device families, our PIC microcontrollers continuing to
grow in popularity and fueling record growth, having significant room to grow in the 8-bit market, substantial opportunities in the 16-bit market, consistently gaining market
share, providing much faster time to market, our analog products continuing to expand in total numbers of products and customers, more and more designs using our analog
products, adding more and more field applications engineers, investing in sales channel partners and being well-positioned for the journey to $2 billion in sales, are forward
looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially because of the
following factors, among others: changes in demand or market acceptance of our products and the products of our customers; our ability to ramp products into volume
production; the level of orders that are received and can be shipped in a quarter; levels of inventories at our distributors and other customers; the level of sell-through of
our products through distribution; the mix of inventory we hold and our ability to satisfy short-term orders from our inventory; changes or fluctuations in customer order
patterns and seasonality; the level at which design wins become actual orders and sales; changes in utilization of our manufacturing capacity; our ability to continue to
secure sufficient assembly and testing capacity; competitive developments including pricing pressures; disruptions in our business or the businesses of our customers or
suppliers due to natural disasters, terrorist activity, armed conflict, war, worldwide oil prices and supply; disruptions in the worldwide transportation system; impact of events
outside the United States, such as the business impact of fluctuating currency rates or unrest or political instability; general industry, economic and political conditions; the
impact on our business and on customer order patterns due to public health concerns; financial stability in foreign markets; our ability to maintain operating margins; our
timely introduction of new technologies, market acceptance of our new products and those of our customers; competitive factors, such as competing architectures and
manufacturing technologies and acceptance of new products in the markets we generally serve; the costs and outcome of any current or future tax audit or any litigation
involving intellectual property, customers or other issues; and our ability to attract and retain qualified personnel.
For a detailed discussion of these and other risk factors, please refer to Microchip’s filings with the Securities and Exchange Commission on Forms 10-K and 10-Q. Our fiscal
2007 Form 10-K follows this letter to shareholders. Additionally, you can obtain copies of our Forms 10-K, 10-Q and 8-K and other documents filed with the SEC for free at
the SEC’s web site (www.sec.gov) or from commercial, document retrieval services.
©2007 Microchip Technology Incorporated. All rights reserved. The Microchip name and logo, PIC, dsPIC and MPLAB are registered trademarks of Microchip Tech-
nology Inc. in the USA and in other countries. REAL ICE is a trademark of Microchip Technology. All other trademarks mentioned herein are the property of their
respective companies. Printed in the U.S.A. 6/07.
Financial Highlights
All charts are based on fiscal year data, except where noted.
$1,040
$928
$847
$1.48
$1.27
$1.07
$716
$699
$651
$553
$571
$0.76
$0.58
$0.45
$0.74
$0.64
00
01
02
03
04
05
06
07
00
01
02
03
04
05
06
07
Net Sales (Millions of Dollars)
Non-GAAP Diluted Earnings Per Share*
Net Sales
Non-GAAP Net Income*
GAAP Net Income
Non-GAAP Diluted Earnings Per Share*
GAAP Diluted Earnings Per Share
2003
$651,462
$133,875
$88,232
$0.64
$0.42
2004
$699,260
$156,834
$137,262
$0.74
$0.65
2005
$846,936
$226,761
$213,785
$1.07
$1.01
2006
$927,893
$272,979
$242,369
$1.27
$1.13
2007
$1,039,671
$325,638
$357,029
$1.48
$1.62
Stockholders’ Equity
$1,178,949
$1,320,517
$1,485,734
$1,726,189
$2,004,368
Annual Cash Dividend Per Share
In thousands, except per share and dividend amounts.
$0.040
$0.113
$0.208
$0.570
$0.965
414
468
449
313
283
299
261
408
377
340
214
187
159
142
00
01
02
03
04
05
06
00
01
02
03
04
05
06
Microcontroller Portfolio
(Number of Products at Calendar Year End)
Analog and Interface Portfolio
(Number of Products at Calendar Year End)
* Excludes the net effect of share-based compensation associated with the adoption of SFAS No. 123R, the tax benefits associated with a tax audit settlement, a tax
charge associated with the repatriation of foreign earnings under the American Jobs Creation Act, charges related to the settlement of patent license litigation,
costs associated with the closure of Fab 1, an impairment charge associated with Fab 3, and restructuring and acquisition related special charges/income. Please
see “Reconciliation of Non-GAAP Net Income to Reported Results” located at the end of this document following our Form 10-K for our reported GAAP results and
additional information. Also see our Form 10-K for additional detail and discussion of our GAAP results.
To Our Shareholders
These exceptional financial results
place Microchip in a leadership
position compared to most other
semiconductor manufacturers
in areas such as sales growth,
operating profit, gross margin,
operating margin, earnings per
share, cash generation, stock price
performance, and dividend payment
and growth – which all contribute
to Microchip producing significant
value to our shareholders.
One important factor in achieving
and sustaining these outstanding
financial results rests with
having stringent quality
systems. During the fiscal
year, our fabrication facilities
in Tempe, Arizona, and
Gresham, Oregon,
along with our test
and assembly facility
in Bangkok,
Thailand, were
recertified
M
icrochip Technology proudly
reached the summit of a long-
time corporate goal in fiscal
year 2007 – achieving a record, one
billion dollars in annual sales. This
was accomplished in a year where
the overall semiconductor industry
experienced a modest slowdown,
making our ascent to this growth
milestone even more rewarding.
Microchip’s total annual dividend
payment in fiscal 2007 was
$0.965 per share, a rise of 69.3%
over $0.57 per share in fiscal
2006. Cash dividend
payments to
shareholders in
fiscal 2007 totaled
$207.9 million.
For the fiscal year ending March
31, 2007, Microchip’s net sales
were $1.04 billion, establishing a
new record level and an increase
of 12.0% from net sales of
$927.9 million for the fiscal year
ending March 31, 2006. Non-GAAP
net income for fiscal 2007 was
$325.6 million, an increase of
19.3% over non-GAAP net income
in the prior fiscal year of $273.0
million. We achieved record non-
GAAP gross margins and non-GAAP
operating margins of 60.4% and
36.1%, respectively, in fiscal 2007.
Our balance sheet is strong, and
we generated $470.1 million of
net cash (prior to our dividend
payments of $207.9 million), driven
by our solid operating results and
successful business model.
Microchip increased the cash
dividend payment every quarter
during fiscal 2007, sharing the
benefits of our very strong net
cash generation throughout the
fiscal year. With 16 quarters of
consecutive increases in our
dividend payment, our shareholders
are benefiting even further from
our continued outstanding
performance.
Additional resources allowed
Microchip to further expand our
technical support by hiring more
local field applications engineers,
providing 24/7 technical support,
signing new regional distributors,
partnering with design houses and
increasing the number of online
technical seminars. Our popular
MASTERs Conferences continued
to attract record numbers of
engineering attendees across
multiple locations worldwide.
All of these additional support
functions aid our customers in
getting their designs to market
faster while supporting their global
design needs.
Microchip is committed to
offering the best possible service
and technical support for our
55,000+ customers around the
globe. These demand creation
initiatives generated new revenue
for us in fiscal 2007 and, more
important, we expect them to
help fuel further sales expansion
in future years. Providing
exceptional service and support
for our customers is an important
market differentiator, and so is
new product development. In
fiscal 2007, Microchip continued
its relentless pursuit of product
innovation to support current and
future market opportunities.
Microchip’s flagship product,
the PIC® microcontroller, achieved
two record milestones in fiscal
2007 which demonstrate our
growing presence in embedded
designs worldwide: the shipment
of our five billionth microcontroller
device (about one year after
reaching four billion devices
shipped) and the delivery of our
500,000th development system
(approximately one year after the
400,000th tool delivery).
Microchip Technology’s Board of Directors
Wade Meyercord, Steve Sanghi, Matt Chapman, L.B. Day, Albert Hugo-Martinez
to the requirements of the
ISO/TS-16949 quality system
standard from the International
Organization for Standards/
Technical Specification.
In fiscal 2007, Microchip
established development centers
in Bucharest, Romania, and
Manila, Philippines, while
significantly expanding resources
at our design center in Bangalore,
India. These moves allow us
to engage with highly talented
professionals worldwide who can
further contribute to our success
in a cost-effective manner.
Back in fiscal 2006, Microchip
undertook several initiatives
to take higher levels of direct
control over demand creation
for our products. These
initiatives included the launch
of the microchipDIRECT
online procurement site, the
establishment of worldwide
Regional Training Centers (RTCs)
and further investments in
expanded technical support. I am
very pleased to report that this
strategy paid off handsomely in
fiscal 2007 by driving additional
customer design wins, enhancing
our competitive position, and
growing the number of served
customers.
Our microchipDIRECT site
(www.microchipdirect.com) has
attracted more than 1,300
customer accounts worldwide
during fiscal 2007 thanks to
convenient features like credit
lines, credit-card payments,
competitive pricing and much
more. A big advantage for
customers is the ability to
order direct production
programming services for the
8- and 16-bit microcontrollers
they are purchasing, saving the
time and expense of using
other options.
For our engineering customers,
ongoing technical training is
critical to their continued success.
At the end of fiscal 2007, 39
RTCs were operational worldwide
providing numerous technical
courses on embedded design.
Course content and frequency
are based on demand. Thus far,
thousands of leading engineers
have attended hundreds of RTC
classes, learning how to use
Microchip’s products to solve
their toughest business and
design issues.
Our 16-bit products enjoyed robust
growth over last fiscal year, albeit
from a small base. Many new
microcontrollers and digital signal
controllers were brought to market
during the year, broadening our
16-bit offering to 92 total devices
in production at fiscal year end.
These device innovations
deliver numerous combinations
of peripherals, memory sizes
and performance speeds to
offer the right performance and
price for the customer’s design
requirements. For example, a
dedicated family of digital signal
controllers for switch-mode power
supply applications debuted,
winning numerous industry
accolades and targeting new
design opportunities in this
high-growth market niche.
Given the additional complexity
of embedded designs using 16-
bit solutions, Microchip’s time to
revenue for these products can
be much longer than with 8-bit
microcontroller designs. To help
our 16-bit customers get to market
faster, we have made numerous
investments in recent years
creating additional development
tools, software libraries and
technical documentation, laying
a solid foundation to drive future
growth.
In looking at our 8-bit micro-
controllers, innovation in this
area continued to be very strong
throughout the fiscal year. We
introduced 63 8-bit devices which
provide dedicated solutions for
applications requiring Ethernet,
ZigBee™, fan control, Controller
Area Network (CAN), liquid crystal
display, or intelligent motor control.
Today our entire 8-bit line continues
to fuel sizable revenue growth.
With our analog products, new
product introductions focused
on delivering high-precision and
low-power capabilities on par
with our toughest competitors.
This dedication to creating high-
performance devices has helped us
attract and secure new customer
design opportunities.
Microchip continues to be a market
leader in serial EEPROMs, and this
year we expanded our product line
with the debut of an SPI family
that offers faster speed and more
package options than previous
generations.
In closing, Microchip’s business is
exceptionally strong. We are well-
positioned for continued market
share gains in fiscal year 2008
and beyond.
Reaching the record $1 billion sales
plateau in fiscal 2007 marked a
major corporate achievement,
thanks to the continued support
of our shareholders, customers
and employees. Today, Microchip
has already begun to scale a
bigger summit that now lies in
our path – the climb to $2 billion
in annual sales.
See you at the top!
Steve Sanghi
President and CEO
Microchip Technology Incorporated
At first glance, the journey to reach $2 billion
in annual sales may appear quite daunting.
Ascending this peak requires ability,
determination, brawn, and lots of hard work.
Like many skilled athletes approaching a
formidable challenge, a self assessment of our
aggregate system empowers us to review and
reassess the inherent strengths that will propel
us forward.
The following pillars of strength helped Microchip
reach the $1 billion sales plateau – and they
provide the strong momentum and solid
foundation for our trek to $2 billion.
Proven
Business Model
In the highly cyclical semiconductor industry, there
are times when the trail ahead may not be visible.
Microchip’s successful business model is our
compass, helping us maneuver effectively through
the ups and downs of numerous industry cycles.
Scaling New Heights
The Path to $2 Billion
in Annual Sales
For many years now, Microchip has had
consistently strong executive leadership from
professionals with extensive experience in
the semiconductor industry. Their insightful
guidance keeps Microchip on the path of
continuous improvement, cost reduction,
maintaining enviable financial performance,
and an unwavering focus to do what’s right
for the customer.
Unique Corporate Culture
Microchip’s special corporate culture has created
a powerful competitive advantage.
Our employees thrive in an environment of
teamwork, open communications, empowerment,
and continuous learning and improvement. Team
members are strongly encouraged to develop and
implement solutions to challenges they encounter
every day, because management believes they are
in the best position to make the correct decision.
This translates into a unified and engaged team
of professionals who are passionate about
continuously improving all aspects of our
business.
High Yield, Low Cost
Manufacturing
Our unique culture drives substantial
innovation and cost savings in our
manufacturing operations. Our employees
squeeze higher and higher levels of
performance out of second- and even third-
generation wafer production equipment. The
result is an extremely efficient manufacturing
system that delivers consistently high yields,
allowing us to maintain high gross margins
and respond quickly to competitive pricing
pressures.
Microchip continues to enjoy very low cost
manufacturing, thanks to an opportunistic
strategy of acquiring facilities and equipment
during industry slowdowns when prices are
Microchip’s new product development
activities rest on continued innovation and
strong execution. We expect to enter new
market spaces to continue to expand our
revenue base, as well as adding features and
functionality to our existing device families.
Scaling New Heights
Microchip’s Unique Corporate Culture
Drives Substantial Innovation and
Cost Savings
low. As Microchip grows further, we plan to
add incremental capacity in our fabrication
and test and assembly facilities as cost
effectively as possible.
Today Microchip has significant room for
expansion within our existing wafer
fabrication facilities, enabling us to grow to
$2 billion in annual sales with relatively low
levels of annual capital expenditures. Our
inventory philosophy focuses on delivering a
steady stream of product for customers to
keep lead times short. Quality is also critical.
Our quality management systems are
ISO/TS-16949 certified, a widely accepted
standard that many customers worldwide
demand.
Technology Development
Our relentless research and development
activities over the years have delivered
many exciting technology advances, from
new products for our customers to cost-
effective platforms on which to design
and manufacture our silicon solutions.
For example, future process technologies
being created today are expected to further
enhance die yields and enable additional
die shrinks.
The PIC® Microcontroller
Architecture & 8-bit Market
Leadership
Microchip’s PIC microcontrollers continue
to grow in popularity among designers of
embedded systems, fueling Microchip’s
record growth over many years. Microchip
has been number one in 8-bit microcontrollers
based on worldwide unit shipments for
a while now. However, for the first time,
Microchip attained the number one position
in 8-bit microcontrollers based on worldwide
revenue in calendar year 20061, another
positive metric reflecting our very strong
enterprise. As of calendar 2006,
PIC microcontrollers had captured 16% of
the worldwide 8-bit market based on revenue2,
while still providing significant room to grow
in the $5.0 billion 8-bit space3, let alone our
substantial opportunities in the $4.3 billion
16-bit market4.
As the PIC microcontroller architecture
continues to expand in usage, we are
consistently gaining market share.
Microchip generates new design wins
because PIC microcontrollers provide tangible
solutions for our customers’ design needs, as well
as their overall business issues.
For our embedded design customers, our
PIC microcontrollers deliver low-risk product
development by providing seamless program size
expansion. Pin compatibility among all devices
facilitates drop-in replacement of package types,
as well as program memory variations, without
the engineer having to completely rewrite the
application code.
These standard pin schemes and code compatibility
provide customers with a seamless migration
path, allowing designers to reuse their code and
circuit board layout. Engineers have the flexibility
to add higher memory options, incremental input/
output functions and analog peripherals with
minimal impact to their existing code, providing
much faster time to market.
our analog products because of our industry-
leading performance, low-power capabilities and
broad development tool support.
Our extensive line of serial EEPROMs rounds out
our product portfolio.
Scaling New Heights
PIC® Microcontrollers Continue to
Grow in Popularity Among
Embedded Systems Designers,
Fueling Our Record Growth
Our broad microcontroller portfolio of more than
400 devices today helps ensure engineers can
specify a device which features the appropriate
integration of memory sizes, pin counts, power
management options, and a broad range of on-
chip peripherals. This minimizes component count
and board space, lowers the total system cost,
and increases overall system reliability.
Industry-Leading
Analog Performance
In addition to the many benefits our microcontrollers
offer, Microchip’s analog products continue to
expand in total numbers of products and
customers. While more and more existing
PIC microcontroller designs are using our analog
products, the real growth in analog stems from
attracting new customers. Engineers who have
never worked with Microchip before are specifying
One Development
Tool Platform
Microchip’s free MPLAB® Integrated
Development Environment (IDE) provides
a single development system platform
upon which our engineering customers
can design and bring to market their
applications in significantly less
time and with overall reduced cost.
Our MPLAB IDE has a modular
design with simple dashboard
functionality similar to that found in
a PC operating system. Additional
Microchip development tools
simply plug into the MPLAB IDE
framework, providing a single,
easy-to-use platform for
our customers.
Our dedication to solving our customers’ toughest
business issues starts with a sales force that
does not work on commission. Like the majority
of Microchip employees, they are eligible to receive
stock ownership in the Company. This creates
the incentives to focus on Microchip’s long-term
success by providing strong communication
and support to customers in multiple locations
worldwide.
Each year we add more and more field applications
engineers who provide in-person, local engineering
support worldwide. These individuals interface
directly with customers, applying their deep
technical skills and embedded design experience.
Additional technical support is delivered through
multiple outlets, such as user conferences, online
and local seminars, and 39 Regional Training
Centers, which offer ongoing local technical training.
Today, Microchip offers a multitude of world-class
development tools, including C compilers, software
libraries, application development tools, device
programmers and in-circuit emulators. More than
a half million Microchip tools are deployed in the
field today, creating one of the largest bases of
installed tools in our industry.
Scaling New Heights
We Take Great Pride in Delivering Out-
standing Service and Support During
All Phases of the Sales Cycle for Our
55,000+ Customers Worldwide
The new MPLAB REAL ICE™ in-circuit emulator, for
example, provides one emulator for our 8- and 16-
bit devices, ensuring customers enjoy maximum
flexibility and reduced cost. In addition, our silicon
offering is supported by more than 130 third-
party tool vendors, providing our customers with
a substantial design infrastructure of additional
development tool choices based on their design
preferences.
Premium Customer Service
and Technical Support
At Microchip, the sale does not start and stop with
the silicon order. We take great pride in delivering
outstanding service and support during all phases
of the sales cycle for our 55,000+ customers
worldwide.
Our microchipDIRECT online procurement site
provides a rich portal of options for customers
who wish to directly manage most facets of their
accounts.
We also continue to invest in numerous sales
channel partners who focus on service and
support for our customers. These important
partners include distributors, manufacturers’
representatives, catalog houses, design houses
and third-party consultants.
Today Microchip enjoys many pillars of strength
that have been developed, tested and fine tuned
over many years and throughout numerous
semiconductor industry cycles. Based
upon this substantial experience
and expertise, we believe our highly
successful enterprise is well-positioned
for the journey to $2 billion in annual
sales.
1 Gartner Dataquest, “Top Companies Revenue from
Shipments of 8-bit MCU – Worldwide” 2007
2ibid
3ibid
4 Gartner Dataquest, “Top Companies Revenue
from Shipments of 16-bit MCU – Worldwide” 2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
FORM 10-K
xxxx Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934
For the fiscal year ended March 31, 2007
oooo 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
(State or Other Jurisdiction of
Incorporation or Organization)
86-0629024
(IRS Employer
Identification No.)
2355 W. Chandler Blvd., Chandler, AZ 85224
(Address of Principal Executive Offices, Including Zip Code)
(480) 792-7200
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $0.001 Par Value Per Share
Preferred Share Purchase Rights
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.ýYes¨No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.¨YesýNo
Indicate by checkmark 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 such filing requirements for the past
90 days:ýYes¨No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of Form 10-K or any amendment to
this Form 10-K¨
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filed, or a non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).¨YesýNo
Aggregate market value of the voting and non-voting common equity held by non-affiliates as of September 30, 2006 based upon the closing price of the common
stock as reported by The NASDAQ® National Market on such date was approximately $6,853,133,147.
Number of shares of Common Stock, $.001 par value, outstanding as of May 21, 2007: 218,352,543
Documents Incorporated by Reference
Proxy Statement for the 2007 Annual Meeting of Stockholders III
Document
Part of Form 10-K
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
FORM 10-K
TABLE OF CONTENTS
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Submission of Matters to a Vote of Security Holders
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees Services
Item 15.
Exhibits and Financial Statement Schedules
Signatures
PART IV
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PART I
This Form 10-K contains certain forward-looking statements that involve risks and uncertainties, including statements
regarding our strategy and future financial performance and those statements identified under "Item 7 - Note Regarding
Forward-looking Statements.” Our actual results could differ materially from the results described in these forward-looking
statements as a result of certain factors including those set forth under “Item 1A – Risk Factors,” beginning below at
page 10, and elsewhere in this Form 10-K. Although we believe that the matters reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place
undue reliance on these forward-looking statements. We disclaim any obligation to update information contained in any
forward-looking statement.
Item 1.
BUSINESS
We develop and manufacture specialized semiconductor products used by our customers for a wide variety of embedded
control applications. Our product portfolio comprises 8- and 16-bit PIC® microcontrollers and 16-bit dsPIC® digital signal
controllers, which feature on-board Flash (reprogrammable) memory technology. In addition, we offer a broad spectrum of
high-performance linear, mixed-signal, power management, thermal management, battery management and interface devices.
We also make serial EEPROMs. Our synergistic product portfolio targets thousands of applications and a growing demand
for high-performance designs in the automotive, communications, computing, consumer and industrial control markets. Our
quality systems are ISO/TS16949 (2002 version) certified.
Microchip Technology Incorporated was incorporated in Delaware in 1989. In this Form 10-K, “we,” “us,” and “our”
each refers to Microchip Technology Incorporated and its subsidiaries. Our executive offices are located at 2355 West
Chandler Boulevard, Chandler, Arizona 85224-6199 and our telephone number is (480) 792-7200.
Our Internet address is www.microchip.com. We post the following filings on our website as soon as reasonably
practicable after they are electronically filed with or furnished to the Securities and Exchange Commission:
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our annual report on Form 10-K
our quarterly reports on Form 10-Q
our current reports on Form 8-K
our proxy statement
any amendments to the above-listed reports filed or furnished pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934
All SEC filings on our website are available free of charge. The information on our website is not incorporated into this
Form 10-K.
Industry Background
Competitive pressures require manufacturers of a wide variety of products to expand product functionality and provide
differentiation while maintaining or reducing cost. To address these requirements, manufacturers often use integrated circuit-
based embedded control systems that enable them to:
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differentiate their products
replace less efficient electromechanical control devices
reduce the number of components in their system
add product functionality
decrease time to market for their products
significantly reduce product cost
Embedded control systems have been incorporated into thousands of products and subassemblies in a wide variety of
applications and markets worldwide, including:
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automotive comfort, safety and entertainment applications
remote control devices
handheld tools
home appliances
portable computers
robotics
accessories
cordless and cellular telephone
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• motor controls
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security systems
educational and entertainment devices
consumer electronics
power supplies
Embedded control systems typically incorporate a microcontroller as the principal active, and sometimes sole,
component. A microcontroller is a self-contained computer-on-a-chip consisting of a central processing unit, non-volatile
program memory, random access memory for data storage and various input/output peripheral capabilities. In addition to the
microcontroller, a complete embedded control system incorporates application-specific software and may include specialized
peripheral device controllers, non-volatile memory components such as EEPROMs, and various analog and interface
products.
The increasing demand for embedded control has made the market for microcontrollers one of the larger segments of the
semiconductor market. Microcontrollers are currently available in 4-bit through 32-bit architectures. 4-bit microcontrollers
are relatively inexpensive, but they generally lack the minimum functionality required in most applications and are typically
used in relatively simple applications. 8-bit microcontrollers remain very cost-effective for a wide range of high volume
embedded control applications and, as a result, continue to represent the largest portion of the overall microcontroller market.
16-bit and 32-bit microcontrollers provide higher performance and functionality, and are generally found in more complex
embedded control applications.
Many of the microcontrollers shipped today are ROM-based and must be programmed by the semiconductor supplier
during manufacturing, resulting in long lead times, based on market conditions, for delivery of such microcontrollers. In
addition to delayed product introduction, these long lead times can result in potential inventory obsolescence and temporary
factory shutdowns when changes in the firmware are required. To address these issues, some suppliers offer programmable
microcontrollers that can be configured by the customer in the customer’s manufacturing line, thus significantly reducing
lead time and inventory risks when the inevitable firmware changes occur. While these microcontrollers were initially
expensive relative to ROM-based microcontrollers, manufacturing technology has evolved over time to the point where
reprogrammable microcontrollers are now available for little to no premium over ROM-based microcontrollers, thus
providing significant value to microcontroller customers. As a result, reprogrammable microcontrollers are the fastest
growing segment of the microcontroller market.
Our Products
Our strategic focus is on embedded control solutions, including:
• microcontrollers
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• memory products
development tools
analog and interface products
We provide highly cost-effective embedded control solutions that also offer the advantages of small size, high
performance, low voltage/power operation and ease of development, enabling timely and cost-effective embedded control
product integration by our customers.
Microcontrollers
We offer a broad family of microcontroller products featuring our unique, proprietary architecture marketed under the
PIC® brand name. We believe that our PIC product family is a price/performance leader in the worldwide microcontroller
market. We have shipped over 5 billion PIC microcontrollers to customers worldwide since their introduction in 1990. Our
PIC products are designed for applications requiring field-programmability, high performance, low power and cost
effectiveness. They feature a variety of memory technology configurations, low voltage and power, small footprint and ease
of use. Our performance results from a product architecture which features dual data and instruction pathways, referred to as
a Harvard dual-bus architecture; a Reduced Instruction Set Computer, referred to as RISC; and variable length instructions;
all of which provide significant speed advantages over alternative single-bus, Complex Instruction Set Computer
architectures, referred to as CISC. With over 400 microcontrollers in our product portfolio, we target the 8-bit and 16-bit
microcontroller markets. Additionally, our scalable product architecture allows us to successfully target both the entry-level
of the 32-bit microcontroller market, as well as the 4-bit microcontroller marketplace, significantly enlarging our addressable
market.
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Digital Signal Controllers (DSC) are a subset of our 16-bit microcontroller offering. Our dsPIC® Digital Signal
Controller families integrate the control features of high-performance 16-bit microcontrollers with the computation
capabilities of Digital Signal Processors (DSPs), along with a wide variety of peripheral functions making them suitable for a
large number of embedded control applications. Our dsPIC product family offers a broad suite of hardware and software
development tools, software application libraries, development boards and reference designs to ease and expedite the
customer application development cycle. With its field-re-programmability, large selection of peripheral functions, small
footprint and ease of use, we believe that our dsPIC Digital Signal Controllers enlarge our addressable market.
We have used our manufacturing experience and design and process technology to bring additional enhancements and
manufacturing efficiencies to the development and production of our PIC family of microcontroller products. Our extensive
experience base has enabled us to develop our advanced, low cost user programmability feature by incorporating non-volatile
memory, such as Flash, EEPROM and EPROM Memory, into the microcontroller, and to be a leader in reprogrammable
microcontroller product offerings.
Development Tools
We offer a comprehensive set of low-cost and easy-to-learn application development tools. These tools enable system
designers to quickly and easily program a PIC microcontroller and dsPIC Digital Signal Controllers for specific applications
and, we believe are a key factor for obtaining design wins.
Our family of development tools operates in the standard Windows® environment on standard PC hardware. These tools
range from entry-level systems, which include an assembler and programmer or in-circuit debugging hardware, to fully
configured systems that provide in-circuit emulation hardware. Customers moving from entry-level designs to those
requiring real-time emulation are able to preserve their investment in learning and tools as they migrate to future PIC devices
since all of our systems share the same integrated development environment.
Many independent companies also develop and market application development tools that support our standard
microcontroller product architecture. Currently, there are more than 150 third-party tool suppliers worldwide whose products
support our proprietary microcontroller architecture.
We believe that familiarity with and adoption of both our and third-party development tools by an increasing number of
product designers will be an important factor in the future selection of our embedded control products. These development
tools allow design engineers to develop thousands of application-specific products from our standard microcontrollers. To
date, we have shipped more than 500,000 development tools.
Analog and Interface Products
Our analog and interface products now consist of several families with over 500 power management, linear, mixed-
signal, thermal management and interface products. At the end of fiscal 2007, our mixed-signal analog and interface
products were being shipped to more than 12,100 end customers.
We continue marketing and selling our analog and interface products into our existing microcontroller customer base,
which we refer to as our analog “attach” strategy, as well as to new customers. In addition to our “attach” strategy, we
market and sell other products that may not fit our traditional PIC microcontroller and memory products customer base. We
market these, and all of our products, based on an application segment approach targeted to provide customers with
application solutions.
Memory Products
Our memory products consist primarily of serial electrically erasable programmable read only memory, referred to as
Serial EEPROMs. We sell these devices primarily into the embedded control market, and we are one of the largest suppliers
of such devices worldwide. Serial EEPROM products are used for non-volatile program and data storage in systems where
such data must be either modified frequently or retained for long periods. Serial EEPROMs have a very low I/O pin
requirement, permitting production of very small devices.
Manufacturing
Our manufacturing operations include wafer fabrication and assembly and test. The ownership of our manufacturing
resources is an important component of our business strategy, enabling us to maintain a high level of manufacturing control
resulting in us being one of the lowest cost producers in the embedded control industry. By owning our wafer fabrication
facilities and much of our assembly and test operations, and by employing statistical techniques (statistical process control,
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designed experiments and wafer level monitoring), we have been able to achieve and maintain high production yields. Direct
control over manufacturing resources allows us to shorten our design and production cycles. This control also allows us to
capture the wafer manufacturing and a portion of the assembly and testing profit margin.
Our manufacturing facilities are located in:
• Tempe, Arizona (Fab 2)
• Chandler, Arizona (probe operations)
• Puyallup, Washington (Fab 3) (non-operational)
• Gresham, Oregon (Fab 4)
• Bangkok, Thailand (assembly, probe and test)
Wafer Fabrication
Fab 2 currently produces 8-inch wafers and supports manufacturing processes from 0.35 to 5.0 microns. During fiscal
2007, Fab 2 operated at approximately 99% of its capacity compared to approximately 98% during fiscal 2006. Operating at
higher percentages of capacity has a positive impact on our operating results due to the relatively high fixed costs inherent in
wafer fabrication manufacturing.
Fab 3 is currently non-operational and being held-for-future-use. See “Item 6 – Selected Financial Data – Fiscal 2003 –
Fab 3 Impairment Charge,” below at page 21, for a discussion of the status of Fab 3.
We acquired Fab 4 in August 2002 and began production on October 31, 2003. Fab 4 currently produces 8-inch wafers
using predominantly 0.5 micron manufacturing processes and is capable of supporting technologies below 0.18 microns. A
significant amount of clean room capacity and equipment acquired with Fab 4 can be brought on line in the future to support
incremental wafer fabrication capacity needs. We believe the combined capacity of Fab 2, Fab 4 and Fab 3 will provide
sufficient capacity to allow us to respond to increases in future demand.
We continue to transition products to more advanced process technologies to reduce future manufacturing costs. We
believe that our ability to successfully transition to more advanced process technologies is important for us to remain
competitive.
We outsource a small percentage of our wafer production requirements to third-party wafer foundries to augment our
internal manufacturing capabilities.
Assembly and Test
We perform product assembly and testing at our facilities located near Bangkok, Thailand. At March 31, 2007,
approximately 72% of our assembly requirements were being performed in our Thailand facility. As of March 31, 2007, our
Thailand facility was testing substantially all of our wafer production. We use third-party assembly and test contractors in
several Asian countries for the balance of our assembly and test requirements.
General Matters Impacting Our Manufacturing Operations
We employ proprietary design and manufacturing processes in developing our microcontroller and memory products.
We believe our processes afford us both cost-effective designs in existing and derivative products and greater functionality in
new product designs. While many of our competitors develop and optimize separate processes for their logic and memory
product lines, we use a common process technology for both microcontroller and non-volatile memory products. This allows
us to more fully absorb our process research and development costs and to deliver new products to market more rapidly. Our
engineers utilize advanced Computer Aided Design tools and software to perform circuit design, simulation and layout, and
our in-house photomask and wafer fabrication facilities enable us to rapidly verify design techniques by processing test
wafers quickly and efficiently.
Due to the high fixed costs inherent in semiconductor manufacturing, consistently high manufacturing yields have
significant positive effects on our gross profit and overall operating results. Our continuous focus on manufacturing
productivity has allowed us to maintain excellent manufacturing yields at our facilities. Our manufacturing yields are
primarily driven by a comprehensive implementation of statistical process control, extensive employee training and our
effective use of our manufacturing facilities and equipment. Maintenance of manufacturing productivity and yields are
important factors in the achievement of our operating results. The manufacture of integrated circuits, particularly non-
volatile, erasable CMOS memory and logic devices, such as those that we produce, are complex processes. These processes
are sensitive to a wide variety of factors, including the level of contaminants in the manufacturing environment, impurities in
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the materials used and the performance of our manufacturing personnel and equipment. As is typical in the semiconductor
industry, we have from time to time experienced lower than anticipated manufacturing yields. Our operating results will
suffer if we are unable to maintain yields at approximately the current levels.
At the end of fiscal 2007, we owned long-lived assets (consisting of property, plant and equipment, intangibles and
goodwill) in the United States amounting to $525.0 million and $121.1 million in other countries, including $114.6 million in
Thailand. At the end of fiscal 2006, we owned long-lived assets in the United States amounting to $576.9 million and
$124.5 million in other countries, including $118.0 million in Thailand.
Research and Development (R&D)
We are committed to continuing our investment in new and enhanced products, including development systems, and in
our design and manufacturing process technologies. We believe these investments are significant factors in maintaining our
competitive position. Our current R&D activities focus on the design of new microcontrollers, digital signal controllers,
Serial EEPROM memory, analog and interface products, new development systems, software and application-specific
software libraries. We are also developing new design and process technologies to enable new products and innovative
features as well as achieve further cost reductions and performance improvements in existing products.
In fiscal 2007, our R&D expenses were $113.7 million, compared to $94.9 million in fiscal 2006 and $93.0 million in
fiscal 2005. R&D expenses in fiscal 2007 included $9.6 million of share-based compensation as a result of the adoption of
FASB Statement of Financial Accounting Standard (“SFAS”) No. 123R (revised 2004) Share-Based Payment (“SFAS NO.
123R”).
Sales and Distribution
General
We market our products worldwide primarily through a network of direct sales personnel and distributors.
Our direct sales force focuses on a wide variety of strategic accounts in three geographical markets: the Americas,
Europe and Asia. We currently maintain sales and technical support centers in major metropolitan areas in all three
geographic markets. We believe that a strong technical service presence is essential to the continued development of the
embedded control market. Many of our field sales engineers (FSEs), field application engineers (FAEs), and sales
management have technical degrees or backgrounds and have been previously employed in high technology environments.
We believe that the technical knowledge of our sales force is a key competitive advantage in the sale of our products. The
primary mission of our FAE team is to provide technical assistance to customers and to conduct periodic training sessions for
the balance of our sales team. FAEs also frequently conduct technical seminars and workshops in major cities around the
world.
Distribution
Our distributors focus primarily on servicing the product requirements of a broad base of diverse customers. We believe
that distributors can provide an effective means of reaching this broad and diverse customer base. We believe that customers
recognize Microchip for its products and brand name and use distributors as an effective supply channel.
In fiscal 2007, 2006 and 2005, we derived 65% of our net sales from sales through distributors and 35% of our net sales
from customers serviced directly by Microchip. Our largest distributor accounted for approximately 11% of our net sales in
fiscal 2007 and 13% of our net sales in fiscal 2006 and 2005. Our second largest distributor accounted for approximately
10% of our net sales in fiscal 2007, 11% of our net sales in fiscal 2006 and 12% of our net sales in fiscal 2005. No other
distributor or end customer accounted for more than 10% of our net sales in fiscal 2007, 2006 or 2005.
Distributors generally have broad-based rights to return product to us. As revenue on distributor shipments is not
recognized until the distributors sell our product to their end customers, distributor returns have no impact on our revenue.
We also grant certain credits to our distributors. The credits are granted to the distributors on specifically identified
pieces of the distributors’ business to allow them to earn a competitive gross margin on the sale of our products to their end
customers. The credits are on a per unit basis and are not given to the distributor until they provide information regarding the
sale to their end customer. The effect of granting these credits establishes the net selling price from us to our distributors for
the products and results in the net revenue recognized by us when the product is sold by the distributors to their end
customers.
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We also provide these distributors with price protection by reducing product pricing based on market conditions,
competitive considerations and other factors. Price protection is granted to distributors on the inventory that they have on
hand at the date the price protection is offered. When we reduce the selling price of our products, it allows the distributors to
claim a credit against their outstanding accounts receivable balances based on the new price of the inventory they have on
hand as of the date of the price reduction. There is no revenue recognition impact from the price protection activity.
We do not offer material incentive programs to our distributors.
We do not have long-term agreements with our distributors and we, or our distributors, may each terminate our
relationship with little or no advanced notice. The loss of, or the disruption in the operations of, one or more of our
distributors could reduce our future net sales in a given quarter and could result in an increase in inventory returns.
Sales by Geography
Sales by geography for fiscal 2007, 2006 and 2005 were as follows (dollars in thousands):
Americas
Europe
Asia
2007
$ 287,371
302,708
449,592
Year Ended March 31,
2006
2005
27.6% $ 266,353
255,367
406,173
29.1
43.3
28.7% $ 248,881
232,493
27.5
365,562
43.8
29.4%
27.4
43.2
Total Sales
$ 1,039,671
100.0% $ 927,893
100.0% $ 846,936
100.0%
Sales to foreign customers accounted for approximately 74% of our net sales in fiscal 2007, 74% of our net sales in fiscal
2006 and 73% of our net sales in fiscal 2005. Our sales to foreign customers have been predominately in Asia and Europe,
which we attribute to the manufacturing strength in those areas for automotive, communications, computing, consumer and
industrial control products. Americas sales include sales to customers in the United States, Canada, Central America and
South America.
Sales to customers in China, including Hong Kong, accounted for approximately 18% of our net sales in fiscal 2007 and
17% of our net sales in fiscal 2006 and 2005. In fiscal 2007, 2006 and 2005, sales to customers in Taiwan accounted for
approximately 10% of our net sales. We did not have sales into any other foreign countries that exceeded 10% of our net
sales during fiscal 2007, 2006 or 2005.
Our international sales are predominately U.S. dollar denominated. Although foreign sales are subject to certain
government export restrictions, we have not experienced any material difficulties to date as a result of export restrictions.
The semiconductor industry is characterized by seasonality and wide fluctuations of supply and demand. Since a
significant portion of our revenue is from consumer markets and international sales, our business may be subject to
seasonally lower revenues in the third and fourth quarters of our fiscal year. However, broad strength in our overall business
in recent periods has had a more significant impact on our results than seasonality, and has made it difficult to assess the
impact of seasonal factors on our business.
Backlog
As of April 30, 2007 our backlog was approximately $185.4 million, compared to $231.2 million as of April 30, 2006.
Our backlog includes all purchase orders scheduled for delivery within the subsequent 12 months.
We primarily produce standard products that can be shipped from inventory within a short time after we receive an order.
Our business and, to a large extent, that of the entire semiconductor industry, is characterized by short-term orders and
shipment schedules. Orders constituting our current backlog are subject to changes in delivery schedules, or to cancellation
at the customer’s option without significant penalty. Thus, while backlog is useful for scheduling production, backlog as of
any particular date may not be a reliable measure of sales for any future period.
Competition
The semiconductor industry is intensely competitive and has been characterized by price erosion and rapid technological
change. We compete with major domestic and international semiconductor companies, many of which have greater market
recognition and greater financial, technical, marketing, distribution and other resources than we have with which to pursue
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engineering, manufacturing, marketing and distribution of their products. Furthermore, capacity in the semiconductor
industry is generally increasing over time and such increased capacity or improved product availability could adversely affect
our competitive position.
We currently compete principally on the basis of the technical innovation and performance of our embedded control
products, including the following product characteristics:
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speed
functionality
density
power consumption
reliability
packaging alternatives
We believe that other important competitive factors in the embedded control market include:
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ease of use
functionality of application development systems
dependable delivery and quality
technical service and support
price
availability
We believe that we compete favorably with other companies on all of these factors, but we may be unable to compete
successfully in the future, which could harm our business.
Patents, Licenses and Trademarks
We maintain a portfolio of United States and foreign patents, expiring on various dates between 2007 and 2024. We also
have numerous additional United States and foreign patent applications pending. We do not expect that the expiration of any
particular patent will have a material impact on our business. While we intend to continue to seek patents on our inventions
and manufacturing processes, we believe that our continued success depends primarily on the technological skills and
innovative capabilities of our personnel and our ability to rapidly commercialize product developments, rather than on our
patents. Our existing patents and any new patents that are issued may not be of sufficient scope or strength to provide
meaningful protection or any commercial advantage to us. In addition, the laws of certain foreign countries do not protect
our intellectual property rights to the same extent as the laws of the United States.
We have entered into certain intellectual property licenses and cross-licenses with other companies related to
semiconductor products and manufacturing processes. As is typical in the semiconductor industry, we and our customers
have from time to time received, and may in the future receive, communications from third parties asserting patent or other
intellectual property rights on certain of our products or technologies. We investigate all such notices and respond as we
believe is appropriate. Based on industry practice, we believe that in most cases we can obtain any necessary licenses or
other rights on commercially reasonable terms, but we cannot assure that all licenses would be on acceptable terms, that
litigation would not ensue or that damages for any past infringement would not be assessed. Litigation, which could result in
substantial cost to us and require significant attention from management, may be necessary to enforce our patents or other
intellectual property rights, or to defend us against claimed infringement of the rights of others. The failure to obtain
necessary licenses or other rights, or litigation arising out of infringement claims, could harm our business.
Environmental Regulation
We must comply with many different federal, state, local and foreign governmental regulations related to the use,
storage, discharge and disposal of certain chemicals and gases used in our manufacturing processes. Our facilities have been
designed to comply with these regulations and we believe that our activities are conducted in compliance with such
regulations. Any changes in such regulations or in their enforcement could require us to acquire costly equipment or to incur
other significant expenses to comply with environmental regulations. Any failure by us to adequately control the storage, use
and disposal of regulated substances could result in future liabilities.
Increasing public attention has been focused on the environmental impact of electronic manufacturing operations. While
we have not experienced any materially adverse effects on our operations from environmental regulations, our business and
results of operations could suffer if for any reason we fail to control the use of, or to adequately restrict the discharge of,
hazardous substances under present or future environmental regulations.
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Employees
As of March 31, 2007, we had 4,582 employees. None of our employees are represented by a labor organization. We
have never had a work stoppage and believe that our employee relations are good.
Executive Officers
The following sets forth certain information regarding our executive officers as of April 30, 2007:
Name
Steve Sanghi
Ganesh Moorthy
Stephen V. Drehobl
David S. Lambert
Mitchell R. Little
Gordon W. Parnell
Richard J. Simoncic
Age
51
47
45
55
54
57
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Position
Chairman of the Board, President and Chief Executive Officer
Executive Vice President
Vice President, Security, Microcontroller and Technology Division
Vice President, Fab Operations
Vice President, Worldwide Sales and Applications
Vice President, Chief Financial Officer
Vice President, Analog and Interface Products Division
Mr. Sanghi has been President since August 1990, CEO since October 1991, and Chairman of the Board since October
1993. He has served as a director since August 1990. Mr. Sanghi holds an M.S. degree in Electrical and Computer
Engineering from the University of Massachusetts and a B.S. degree in Electronics and Communication from Punjab
University, India. Since May, 2004, he has been a member of the Board of Directors of Xyratex Ltd., a storage and network
technology company. Since May 2007, he has been a member of the Board of Directors of FIRST (For Inspiration and
Recognition of Science and Technology).
Mr. Moorthy has served as Executive Vice President since October 2006 and Vice President, Advanced Microcontroller
and Memory Division, since December 2003. From November 2001 to December 2003, he served as Vice President,
Advanced Microcontroller and Automotive Division. Prior to this time, he served in various executive capacities with other
semiconductor companies. Mr. Moorthy holds an M.B.A. in Marketing from National University, a B.S. degree in Electrical
Engineering from the University of Washington and a B.S. degree in Physics from the University of Bombay.
Mr. Drehobl has served as Vice President of the Security, Microcontroller, and Technology Division since July 2001. He
has been employed by Microchip since August 1989 and has served as a Vice President in various roles since February 1997.
Mr. Drehobl holds a Bachelor of Technology degree from the University of Dayton.
Mr. Lambert has served as Vice President, Fab Operations since November 1993. From 1991 to November 1993, he
served as Director of Manufacturing Engineering, and from 1989 to 1991, he served as Engineering Manager of Fab
Operations. Mr. Lambert holds a B.S. degree in Chemical Engineering from the University of Cincinnati.
Mr. Little has served as Vice President, Worldwide Sales and Applications since July 2000. He has been employed by
Microchip since 1989 and has served as a Vice President in various roles since September 1993. Mr. Little holds a B.S.
degree in Engineering Technology from United Electronics Institute.
Mr. Parnell has served as Vice President and Chief Financial Officer since May 2000. He served as Vice President,
Controller and Treasurer from April 1993 to May 2000. Mr. Parnell holds a finance/accounting qualification with the
Association of Certified Accountants from Edinburgh College, Scotland.
Mr. Simoncic has served as Vice President, Analog and Interface Products Division since September 1999. From
October 1995 to September 1999 he served as Vice President in various roles. Joining Microchip in 1990, Mr. Simoncic held
various roles in Design, Device/Yield Engineering and Quality Systems. Mr. Simoncic holds a B.S. degree in Electrical
Engineering Technology from DeVry Institute of Technology.
Item 1A. RISK FACTORS
When evaluating Microchip and its business, you should give careful consideration to the factors listed below, in
addition to the information provided elsewhere in this Form 10-K and in other documents that we file with the Securities and
Exchange Commission.
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Our quarterly operating results may fluctuate due to factors that could reduce our net sales and profitability.
Our quarterly operating results are affected by a wide variety of factors that could reduce our net sales and profitability,
many of which are beyond our control. Some of the factors that may affect our quarterly operating results include:
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changes in demand or market acceptance of our products and products of our customers
levels of inventories at our customers
the mix of inventory we hold and our ability to satisfy orders from our inventory
changes in utilization of our manufacturing capacity and fluctuations in manufacturing yields
our ability to secure sufficient assembly and testing capacity
availability of raw materials and equipment
competitive developments including pricing pressures
the level of orders that are received and can be shipped in a quarter
the level of sell-through of our products through distribution
changes or fluctuations in customer order patterns and seasonality
constrained availability from other electronic suppliers impacting our customers’ ability to ship their products,
which in turn may adversely impact our sales to those customers
costs and outcomes of any tax audits or any litigation involving intellectual property, customers or other issues
disruptions in our business or our customers’ businesses due to terrorist activity, armed conflict, war, worldwide
oil prices and supply, public health concerns or disruptions in the transportation system
property damage or other losses which are not covered by insurance
general economic, industry or political conditions in the United States or internationally
We believe that period-to-period comparisons of our operating results are not necessarily meaningful and that you should
not rely upon any such comparisons as indications of future performance. In future periods our operating results may fall
below our public guidance or the expectations of public market analysts and investors, which would likely have a negative
effect on the price of our common stock.
Our operating results will suffer if we ineffectively utilize our manufacturing capacity or fail to maintain manufacturing
yields.
The manufacture and assembly of integrated circuits, particularly non-volatile, erasable CMOS memory and logic
devices such as those that we produce, are complex processes. These processes are sensitive to a wide variety of factors,
including the level of contaminants in the manufacturing environment, impurities in the materials used, the performance of
our wafer fabrication personnel and equipment, and other quality issues. As is typical in the semiconductor industry, we have
from time to time experienced lower than anticipated manufacturing yields. Our operating results will suffer if we are unable
to maintain yields at approximately the current levels. This could include delays in the recognition of revenue, loss of
revenue or future orders, and customer-imposed penalties for failure to meet contractual shipment deadlines.
Our operating results are also adversely affected when we operate at less than optimal capacity. Lower capacity
utilization results in certain costs being charged directly to expense and lower gross margins.
We are dependent on orders that are received and shipped in the same quarter and are therefore limited in our visibility of
future product shipments.
Our net sales in any given quarter depend upon a combination of shipments from backlog and orders received in that
quarter for shipment in that quarter, which we refer to as turns orders. We measure turns orders at the beginning of a quarter
based on the orders needed to meet the shipment targets that we set entering the quarter. Historically, we have proven our
ability to respond quickly to customer orders as part of our competitive strategy, resulting in customers placing orders with
relatively short delivery schedules. Shorter lead times generally mean that turns orders as a percentage of our business are
relatively high in any particular quarter and reduces our backlog visibility on future product shipments. Turns orders
correlate to overall semiconductor industry conditions and product lead times. Because turns orders are difficult to predict,
varying levels of turns orders make our net sales more difficult to forecast. If we do not achieve a sufficient level of turns
orders in a particular quarter relative to our revenue targets, our revenue and operating results may suffer.
Intense competition in the markets we serve may lead to pricing pressures, reduced sales of our products or reduced
market share.
The semiconductor industry is intensely competitive and has been characterized by price erosion and rapid technological
change. We compete with major domestic and international semiconductor companies, many of which have greater market
recognition and substantially greater financial, technical, marketing, distribution and other resources than we do with which
11
to pursue engineering, manufacturing, marketing and distribution of their products. We may be unable to compete
successfully in the future, which could harm our business.
Our ability to compete successfully depends on a number of factors both within and outside our control, including, but
not limited to:
•
•
•
•
•
•
•
•
•
the quality, performance, reliability, features, ease of use, pricing and diversity of our products
our success in designing and manufacturing new products including those implementing new technologies
the rate at which customers incorporate our products into their own applications
product introductions by our competitors
the number, nature and success of our competitors in a given market
our ability to obtain adequate supplies of raw materials and other supplies at acceptable prices
our ability to protect our products and processes by effective utilization of intellectual property rights
the quality of our customer service and our ability to address the needs of our customers, and
general market and economic conditions.
Historically, average selling prices in the semiconductor industry decrease over the life of any particular product. The
overall average selling prices of our microcontroller and proprietary analog and interface products have remained relatively
constant, while average selling prices of our Serial EEPROM and non-proprietary analog and interface products have
declined over time.
We have experienced, and expect to continue to experience, modest pricing declines in certain of our more mature
proprietary product lines, due primarily to competitive conditions. We have been able to moderate average selling price
declines in many of our proprietary product lines by continuing to introduce new products with more features and higher
prices. We have experienced in the past and expect to continue to experience in the future varying degrees of competitive
pricing pressures in our Serial EEPROM and non-proprietary analog products.
We may be unable to maintain average selling prices for our products as a result of increased pricing pressure in the
future, which could adversely impact our operating results.
Our business is dependent on selling through distributors.
Sales through distributors accounted for 65% of our net sales in fiscal 2007, 2006 and 2005. Our two largest distributors
together accounted for approximately 21% of our net sales in fiscal 2007, approximately 24% of our net sales in fiscal 2006
and approximately 25% of our net sales in fiscal 2005. We do not have long-term agreements with our distributors and both
we and our distributors may each terminate our relationship with little or no advanced notice. We believe that customers
recognize Microchip for its products and brand name and use distributors as an effective supply channel.
During fiscal 2006, we reduced the gross margin that certain of our distributors earn when they sell our products. We
reduced these distributors’ gross margins because we believed these distributors did not have sufficient technical sales
resources to properly address the marketplace for our products. Since fiscal 2006, we have added a significant number of
technical sales employees throughout our worldwide sales organization to address the support requirements for both our
OEM and distribution customers. Although these actions have not had a material adverse impact on the overall effectiveness
of our distribution channel, there can be no assurance that there will not be an adverse impact in the future.
The loss of, or a disruption in the operations of, one or more of our distributors could reduce our net sales in a given
period and could result in an increase in inventory returns.
Our success depends on our ability to introduce new products on a timely basis.
Our future operating results will depend on our ability to develop and introduce new products on a timely basis that can
compete effectively on the basis of price and performance and which address customer requirements. The success of our new
product introductions depends on various factors, including, but not limited to:
•
•
•
proper new product selection
timely completion and introduction of new product designs
development of support tools and collateral literature that make complex new products easy for engineers to
understand and use, and
• market acceptance of our customers’ end products.
Because our products are complex, we have experienced delays from time to time in completing development of new
products. In addition, our new products may not receive or maintain substantial market acceptance. We may be unable to
12
design, develop and introduce competitive products on a timely basis, which could adversely impact our future operating
results.
Our success also depends upon our ability to develop and implement new design and process technologies.
Semiconductor design and process technologies are subject to rapid technological change and require significant R&D
expenditures. We and other companies in the industry have, from time to time, experienced difficulties in effecting
transitions to advanced process technologies and, consequently, have suffered reduced manufacturing yields or delays in
product deliveries. Our future operating results could be adversely affected if any transition to future process technologies is
substantially delayed or inefficiently implemented.
We must attract and retain qualified personnel to be successful, and competition for qualified personnel is intense in our
market.
Our success depends upon the efforts and abilities of our senior management, engineering and other personnel. The
competition for qualified engineering and management personnel is intense. We may be unsuccessful in retaining our
existing key personnel or in attracting and retaining additional key personnel that we require. The loss of the services of one
or more of our key personnel or the inability to add key personnel could harm our business. We have no employment
agreements with any member of our senior management team. As a result of the anticipated impact that the adoption of
SFAS No. 123R in our first quarter of 2007 would have on our results of operations, we changed our equity compensation
program during fiscal 2006. We now grant fewer equity based shares per employee and the type of equity instrument is
generally restricted stock units rather than stock options. This change in our equity compensation program may make it more
difficult for us to attract or retain qualified management and engineering personnel, which could have an adverse effect on
our business.
We are dependent on several contractors to perform key manufacturing functions for us.
We use several contractors located in Asia for a portion of the assembly and testing of our products. We also rely on
outside wafer foundries for a portion of our wafer fabrication. Although we own the majority of our manufacturing
resources, the disruption or termination of any of our contractors could harm our business and operating results.
Our use of third parties involves some reduction in our level of control over the portions of our business that we
subcontract. Our future operating results could suffer if any contractor were to experience financial, operations or production
difficulties or situations when demand exceeds capacity, or if they were unable to maintain manufacturing yields, assembly
and test yields and costs at approximately their current levels, or if due to their locations in foreign countries they were to
experience political upheaval or infrastructure disruption. Further, procurement from third parties is done by purchase order
and contracts. If these third parties are unable or unwilling to timely deliver products or services conforming to our quality
standards, we may not be able to qualify additional manufacturing sources for our products in a timely manner or at all, and
such arrangements, if any, may not be on favorable terms to us. In such event, we could experience an interruption in
production, an increase in manufacturing and production costs, decline in product reliability, and our business and operating
results could be adversely affected.
We may lose sales if our suppliers of raw materials and equipment fail to meet our needs.
Our semiconductor manufacturing operations require raw materials and equipment that must meet exacting standards.
We generally have more than one source for these supplies, but there are only a limited number of suppliers capable of
delivering various raw materials and equipment that meet our standards. The raw materials and equipment necessary for our
business could become more difficult to obtain as worldwide use of semiconductors in product applications increases. We
have experienced supply shortages from time to time in the past, and on occasion our suppliers have told us they need more
time than expected to fill our orders or that they will no longer support certain equipment with updates or spare and
replacements parts. An interruption of any raw materials or equipment sources, or the lack of supplier support for a particular
piece of equipment, could harm our business.
Our operating results may be impacted by both seasonality and the wide fluctuations of supply and demand in the
semiconductor industry.
The semiconductor industry is characterized by seasonality and wide fluctuations of supply and demand. Since a
significant portion of our revenue is from consumer markets and international sales, our business may be subject to
seasonally lower revenues in particular quarters of our fiscal year. However, broad strength in our overall business in recent
periods and semiconductor industry conditions have had a more significant impact on our results than seasonality, and has
made it difficult to assess the impact of seasonal factors on our business. The industry has also experienced significant
economic downturns, characterized by diminished product demand and production over-capacity. We have sought to reduce
our exposure to this industry cyclicality by selling proprietary products that cannot be easily or quickly replaced, to a
13
geographically diverse base of customers across a broad range of market segments. However, we have experienced
substantial period-to-period fluctuations in operating results and expect, in the future, to experience period-to-period
fluctuations in operating results due to general industry or economic conditions.
We are exposed to various risks related to legal proceedings or claims.
We are currently, and in the future may be, involved in legal proceedings or claims regarding patent infringement,
intellectual property rights, contracts and other matters. We were involved in patent infringement litigation with Philips
Corporation which was settled in fiscal 2005. As is typical in the semiconductor industry, we receive notifications from
customers from time to time who believe that we owe them indemnification or other obligations related to infringement
claims made against the customers by third parties. These legal proceedings and claims, whether with or without merit, could
result in substantial cost to us and divert our resources. If we are not able to resolve a claim, negotiate a settlement of a
matter, obtain necessary licenses on commercially reasonable terms, reengineer our products or processes to avoid
infringement, and/or successfully prosecute or defend our position, we could incur uninsured liability in any of them, be
required to take an appropriate charge to operations, be enjoined from selling a material portion of our product line or using
certain processes, suffer a reduction or elimination in value of inventories, and our business, financial condition or results of
operations could be harmed.
It is also possible that from time to time we may be subject to warranty or product liability claims that could lead to
significant expenses related to the defense of such claims, diversion of resources, increased costs associated with the
replacement of affected products, lost revenue or delay in recognition of revenue due to cancellation of orders and unpaid
receivables, customer imposed fines or penalties for failure to meet contractual requirements, and a requirement to pay
damages claims. Because the systems into which our products are integrated have a higher cost of goods than the products
we sell, these expenses and damages may be significantly higher than the sales and profits we received from the products
involved. While we specifically exclude consequential damages in our standard terms and conditions, our ability to avoid
such liabilities may be limited by applicable law. We do have product liability insurance, but there is no certainty that
insurance will cover all claims or be of a sufficient amount to fully protect against such claims. Costs or payments we may
make in connection with warranty or product liability claims may adversely affect the results of our operations.
Further, we sell to customers in industries such as automotive, aerospace, and medical, where failure of their systems
could cause damage to property or persons. We may be subject to product liability claims if our products cause the system
failures. Based on our historical experience, we believe that the risk of exposure to product liability claims is currently low.
However, we will face increased exposure to product liability claims if there are substantial increases in either the volume of
our sales into these applications or the frequency of system failures caused by our devices.
Failure to adequately protect our intellectual property could result in lost revenue or market opportunities.
Our ability to obtain patents, licenses and other intellectual property rights covering our products and manufacturing
processes is important for our success. To that end, we have acquired certain patents and patent licenses and intend to
continue to seek patents on our inventions and manufacturing processes. The process of seeking patent protection can be
long and expensive, and patents may not be issued from currently pending or future applications. In addition, our existing
patents and any new patents that are issued may not be of sufficient scope or strength to provide meaningful protection or any
commercial advantage to us. We may be subject to or may ourselves initiate interference proceedings in the U.S. Patent and
Trademark Office, which can require significant financial and management resources. In addition, the laws of certain foreign
countries do not protect our intellectual property rights to the same extent as the laws of the United States. Infringement of
our intellectual property rights by a third party could result in uncompensated lost market and revenue opportunities for us.
We do not typically have long-term contracts with our customers.
We do not typically enter into long-term contracts with our customers and we cannot be certain about future order levels
from our customers. When we do enter into customer contracts, the contract is generally cancelable at the convenience of the
customer. Even though we have over 56,000 end customers and our ten largest customers make up approximately 10% of
our total revenue, cancellation of long-term and short-term customer contracts could have an adverse financial impact on our
revenue and profits.
Further, as the practice has become more commonplace in the industry, we have entered into contracts with certain
customers that differ from our standard terms of sale. Under these contracts we commit to supply quantities of products on
scheduled delivery dates. If we become unable to supply the customer as required under the contract, the customer may incur
additional production costs, lost revenues due to subsequent delays in their own manufacturing schedule, or quality related
issues. Under these contracts, we may be liable for the costs the customer has incurred. While we try to limit such liabilities,
if they should arise, there may be a material adverse impact on our results of operation and financial condition.
14
Business interruptions could harm our business.
Operations at any of our manufacturing facilities, or at any of our wafer fabrication or test and assembly subcontractors,
may be disrupted for reasons beyond our control, including work stoppages, power loss, incidents of terrorism or security
risk, political instability, public health issues, telecommunications, transportation or other infrastructure failure, fire,
earthquake, floods, or other natural disasters. If operations at any of our facilities, or our subcontractors’ facilities are
interrupted, we may not be able to shift production to other facilities on a timely basis. If this occurs, we would likely
experience delays in shipments of products to our customers and alternate sources for production may be unavailable on
acceptable terms. This could result in reduced revenues and profits and the cancellation of orders or loss of customers. In
addition, business interruption insurance will likely not be enough to compensate us for any losses that may occur and any
losses or damages incurred by us as a result of business interruptions could significantly harm our business.
We are highly dependent on foreign sales and operations, which exposes us to foreign political and economic risks.
Sales to foreign customers account for a substantial portion of our net sales. During fiscal 2007 and 2006, approximately
74% of our net sales were made to foreign customers. We purchase a substantial portion of our raw materials and equipment
from foreign suppliers. In addition, we own product assembly and testing facilities located near Bangkok, Thailand. We also
use various foreign contractors for a portion of our assembly and testing and for a portion of our wafer fabrication
requirements. Substantially all of our finished goods inventory is maintained in Thailand.
Our reliance on foreign operations, foreign suppliers, maintenance of substantially all of our finished goods in inventory
at foreign locations and significant foreign sales exposes us to foreign political and economic risks, including, but not limited
to:
•
•
•
•
•
•
•
•
•
•
•
political, social and economic instability
public health conditions
trade restrictions and changes in tariffs
import and export license requirements and restrictions
difficulties in staffing and managing international operations
employment regulations
disruptions in international transport or delivery
fluctuations in currency exchange rates
difficulties in collecting receivables
economic slowdown in the worldwide markets served by us, and
potentially adverse tax consequences.
If any of these risks materialize, our sales could decrease and our operating results could suffer.
Interruptions in information technology systems could affect our business.
We rely on the efficient and uninterrupted operation of complex information technology systems and networks to operate
our business. Any significant system or network disruption, including but not limited to computer viruses, security breaches,
or energy blackouts could have a material adverse impact on our operations, sales and operating results. We have
implemented measures to manage our risks related to such disruptions, but such disruptions could negatively impact our
operations and financial results. In addition, we may incur additional costs to remedy the damages caused by these
disruptions or security breaches.
The occurrence of events for which we are self-insured, or which exceed our insurance limits may affect our profitability
and liquidity.
We have insurance contracts with independent insurance companies related to many different types of risk; however, we
self-insure for some risks and obligations. In these circumstances, we have determined that it is more cost effective to self-
insure certain risks than to pay the increased premium costs in place since the disruption in the insurance market after the
events of September 11, 2001. The risks and exposures that we self-insure include, but are not limited to, certain property
product defects, political risks, and patent infringement. Should there be a loss or adverse judgment or other decision in an
area for which we are self-insured, then our financial condition, result of operations and liquidity may be adversely affected.
We are subject to stringent environmental regulations, which may force us to incur significant expenses.
We must comply with many different federal, state, local and foreign governmental regulations related to the use,
storage, discharge and disposal of toxic, volatile or otherwise hazardous chemicals used in our products and manufacturing
process. Although we believe that our activities conform to presently applicable environmental regulations, our failure to
15
comply with present or future regulations could result in the imposition of fines, suspension of production or a cessation of
operations. Any such environmental regulations could require us to acquire costly equipment or to incur other significant
expenses to comply with such regulations. Any failure by us to control the use of or adequately restrict the discharge of
hazardous substances could subject us to future liabilities. Environmental problems may occur that could subject us to future
costs or liabilities.
Over the past few years, there has been an expansion in environmental laws focusing on reducing or eliminating
hazardous substances in electronic products. For example, the EU RoHS Directive provided that beginning July 1, 2006,
electronic products sold into Europe were required to meet stringent chemical restrictions, including the absence of lead.
China is adopting similar requirements. The first phase of the China legislation requires labeling and chemical content
disclosure for all electronic products sold into or within China after February 28, 2007. While at this time
our semiconductor products do not directly fall under the China legislation, we have complied with it in order to support our
customers' compliance efforts. As the law is further implemented, we may need to take additional compliance activities.
These laws impact our products and may make it more expensive to manufacture and sell our products. It may be difficult to
timely comply with these laws and we may not have sufficient quantities of compliant materials to meet customers’ needs,
thereby adversely impacting our sales and profitability.
Regulatory authorities in jurisdictions into which we ship our products could levy fines or restrict our ability to export
products.
A significant portion of our sales are made outside of the United States through exporting and re-exporting of products.
In addition to local jurisdictions’ export regulations, our U.S. manufactured products or products based on U.S. technology
are subject to Export Administration Regulations (“EAR”) when exported and re-exported to and from all international
jurisdictions. Licenses or proper license exceptions may be required for the shipment of our products to certain countries.
Non-compliance with the EAR or other export regulations can result in penalties including denial of export privileges, fines,
criminal penalties, and seizure of products. Such penalties could have a material adverse effect on our business including our
ability to meet our net sales and earnings targets.
The future trading price of our common stock could be subject to wide fluctuations in response to a variety of factors.
The market price of our common stock has fluctuated significantly in the past and is likely to fluctuate in the future. The
future trading price of our common stock could be subject to wide fluctuations in response to a variety of factors, many of
which are beyond our control, including, but not limited to:
quarterly variations in our operating results and the operating results of other technology companies
actual or anticipated announcements of technical innovations or new products by us or our competitors
changes in analysts’ estimates of our financial performance or buy/sell recommendations
changes in our financial guidance or our failure to meet such guidance
general conditions in the semiconductor industry, and
•
•
•
•
•
• worldwide economic and financial conditions.
In addition, the stock market has experienced significant price and volume fluctuations that have particularly affected the
market prices for many high technology companies and that often have been unrelated to the operating performance of such
companies. These broad market fluctuations and other factors may harm the market price of our common stock.
The outcome of currently ongoing and future examinations of our income tax returns by the IRS could have an adverse
effect on our results of operations.
We are subject to continued examination of our income tax returns by the Internal Revenue Service and other tax
authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the
adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuing examinations
will not have an adverse effect on our future operating results.
In the event we make acquisitions, we may not be able to successfully integrate such acquisitions or attain the anticipated
benefits.
While acquisitions do not represent a major part of our growth strategy, from time to time we may consider financially
attractive and strategic acquisitions if such opportunities arise. Any transactions that we complete may involve a number of
risks, including: the diversion of our management’s attention from our existing business to integrate the operations and
personnel of the acquired business, or possible adverse effects on our operating results during the integration process. In
addition, we may not be able to successfully or profitably integrate, operate, maintain and manage any newly acquired
16
operations or employees. We may not be able to maintain uniform standards, controls, procedures and policies, and this may
lead to operational inefficiencies.
Item 1B.
UNRESOLVED STAFF COMMENTS
None.
Item 2.
PROPERTIES
At March 31, 2007, we owned the facilities described below:
Location
Chandler, Arizona
Approximate
Total Sq. Ft.
415,000
Tempe, Arizona
Puyallup, Washington (1)
379,000
700,000
Gresham, Oregon
826,500
Chacherngsao, Thailand (2)
290,000
Uses
Executive and Administrative Offices; Wafer Probe;
R&D Center; Sales and Marketing; and Computer and
Service Functions
Wafer Fabrication (Fab 2); R&D Center;
Administrative Offices; and Warehousing
Wafer Fabrication (Fab 3); R&D Center;
Administrative Offices; and Warehousing (non-
operational; held-for-future-use)
Wafer Fabrication (Fab 4), R&D Center, Administrative
Offices, and Warehousing
Test and Assembly; Wafer Probe; Sample Center;
Warehousing; and Administrative Offices
(1) Currently non-operational and being held-for-future-use. Fab 3 consists of manufacturing buildings and land, with no
equipment.
(2) Located in the Alphatechnopolis Industrial Park near Bangkok on land to which we expect to acquire title in accordance
with our agreement with the landowner. Progress towards obtaining full title of the land has been delayed due to a bankruptcy
relating to the seller of the land. We are currently working with the creditors in an attempt to reach resolution on this matter. At
this time it is not possible to estimate when, or if, full title transfer will be completed. We have provided reserves that we
estimate will be adequate to obtain full title. Such reserves are set at the estimated fair value of the land.
In addition to the facilities we own, we lease several research and development facilities and sales offices in North
America, Europe and Asia. Our aggregate monthly rental payment for our leased facilities is approximately $0.4 million.
We currently believe that our existing facilities will be adequate to meet our production requirements for the next 12
months.
Item 3.
LEGAL PROCEEDINGS
In the ordinary course of our business, we are involved in a limited number of legal actions, both as plaintiff and
defendant, and could incur uninsured liability in any one or more of them. Although the outcome of these actions is not
presently determinable, we believe that the ultimate resolution of these matters will not harm our business and will not have a
material adverse effect on our financial position, cash flows or results of operations. Litigation relating to the semiconductor
industry is not uncommon, and we are, and from time to time have been, subject to such litigation. No assurances can be
given with respect to the extent or outcome of any such litigation in the future.
Item 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
17
PART II
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the NASDAQ Global Market under the symbol “MCHP.” Our common stock has been
quoted on such market since our initial public offering on March 19, 1993. The following table sets forth the quarterly high
and low closing prices of our common stock as reported by NASDAQ for our last two fiscal years.
Fiscal 2007
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
$38.15
34.88
34.83
37.49
Low
$31.79
31.11
31.40
33.21
Fiscal 2006
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
$30.68
32.61
34.64
37.74
Low
$24.60
28.52
27.30
32.13
Relative Stock Price Performance
Among Microchip Technology Incorporated and Broad Market Indices
$160
$140
$120
$100
$80
$60
$40
$20
$0
Microchip Technology Incorporated
Nasdaq US Composite
SOXX
2
0
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2
0
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2
0
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2
0
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3
0
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3
0
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3
0
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3
0
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4
0
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4
0
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4
0
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4
0
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5
0
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5
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5
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5
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6
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6
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6
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6
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7
0
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On May 11, 2007, there were approximately 424 holders of record of our common stock. This figure does not reflect
beneficial ownership of shares held in nominee names.
We have been declaring and paying quarterly cash dividends since the third quarter of fiscal 2003. Our total cash
dividends paid were $207.9 million, $120.1 million and $43.0 million in fiscal 2007, 2006 and 2005, respectively. The
following table sets forth our quarterly cash dividends per common share and the total amount of the dividend payment for
each quarter in fiscal 2007 and 2006 (amounts in thousands, except per share amounts).
Fiscal 2007
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Dividends per
Common
Share
0.215
0.235
0.250
0.265
$
Amount of
Dividend
Payment
$ 46,064
50,509
53,953
57,374
Fiscal 2006
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Dividends per
Common
Share
$ 0.095
0.125
0.160
0.190
Amount of
Dividend
Payment
$ 19,795
26,172
33,645
40,492
18
On April 26, 2007, we declared a quarterly cash dividend of $0.28 per share, which will be paid on May 24, 2007 to
stockholders of record on May 10, 2007 and the total amount of such dividend is expected to be $60.9 million. Our Board is
free to change its dividend practices at any time and to decrease or increase the dividend paid, or not to pay a dividend, on
our common stock on the basis of our results of operations, financial condition, cash requirements and future prospects, and
other factors deemed relevant by our Board. Our current intent is to provide for ongoing quarterly cash dividends depending
upon market conditions and our results of operations.
On October 25, 2006, our Board of Directors authorized the repurchase of up to 10,000,000 shares of our common stock
in the open market or privately negotiated transactions. As of March 31, 2007, all shares related to this authorization
remained available for purchase under this program. On April 22, 2004, our Board of Directors authorized the repurchase of
up to 2,500,000 shares of our common stock in the open market or privately negotiated transactions. As of March 31, 2007,
1,495,166 shares related to this authorization remained available for purchase under this program. We did not repurchase any
shares of our common stock in fiscal 2007.
Please refer to “Item 12, Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder
Matters,” at page 38 below, for the information required by Item 201(d) of Regulation S-K with respect to securities
authorized for issuance under our equity compensation plans at March 31, 2007.
Item 6.
SELECTED FINANCIAL DATA
You should read the following selected consolidated financial data for the five-year period ended March 31, 2007 in
conjunction with our Consolidated Financial Statements and Notes thereto and, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” included in Items 7 and 8 of this Form 10-K. Our consolidated statements of
income data for each of the years in the three-year period ended March 31, 2007, and the balance sheet data as of March 31,
2007 and 2006, are derived from our audited consolidated financial statements, included in Item 8 of this Form 10-K. The
statements of operations data for the years ended March 31, 2004 and 2003 and balance sheet data as of March 31, 2005,
2004 and 2003 have been derived from our consolidated audited financial statements not included herein (for information
below all amounts are in thousands, except per share data).
Statement of Income Data:
Net sales
Cost of sales
Research and development
Selling, general and administrative
Special charges (1)
Operating income
Interest income (expense), net
Other income (expense), net
Income before income taxes
Income tax provision
Income before cumulative effect of
change in accounting principle
Cumulative effect of change in accounting
principle (2)
Net income
Basic net income per common share
Diluted net income per common share
Dividends declared per common share
Basic common shares outstanding
Diluted common shares outstanding
2007
$1,039,671
414,915
113,698
163,247
---
347,811
52,967
312
401,090
44,061
2006
$ 927,893
377,016
94,926
129,587
---
326,364
30,786
2,035
359,185
116,816
March 31,
2005
$ 846,936
362,961
93,040
111,188
21,100
258,647
16,864
1,757
277,268
63,483
2004
$ 699,260
349,301
85,389
92,411
865
171,294
4,639
1,963
177,896
40,634
2003
$ 651,462
299,227
87,963
89,355
50,800
124,117
3,344
871
128,332
28,657
357,029
242,369
213,785
137,262
99,675
11,443
---
---
---
---
$ 88,232
$ 137,262
$ 213,785
$ 242,369
$ 357,029
0.44
$
0.67
$
1.03
$
1.15
$
1.66
$
0.42
0.65
1.01
1.13
1.62
$
$
$
$
$
$
0.040
0.113 $
0.208 $
0.570 $
0.965 $
202,483
215,498
210,646
220,848
210,104
215,024
206,032
212,172
206,740
211,962
19
Balance Sheet Data:
Working capital
Total assets
Long-term obligations, less current portion
Stockholders’ equity
2007
$ 828,817
2,269,541
---
2,004,368
2006
$ 509,860
2,350,596
---
1,726,189
March 31,
2005
$ 768,683
1,817,554
---
1,485,734
2004
$ 613,894
1,622,143
---
1,320,517
2003
$ 393,979
1,428,275
---
1,178,949
(1) There were no special charges during the fiscal years ended March 31, 2007 and 2006. Detailed discussions of the
special charges for the fiscal year ended March 31, 2005 are contained in Note 2 to our Consolidated Financial
Statements. Detailed explanations of the special charges for the fiscal year ended March 31, 2004 and 2003 are
provided below. The following table presents a summary of special charges for the five-year period ended
March 31, 2007:
Intellectual property settlement
Contract cancellation, severance and other
costs related to Fab 1 closure
Fab 3 impairment charge
In-process research and development charge
2007
2006
$
--- $
Year ended March 31,
2005
$ 21,100
$
---
2004
2003
---
$
---
---
---
---
---
---
---
---
---
---
865
---
---
---
41,500
9,300
Totals
$
--- $
---
$ 21,100
$
865
$ 50,800
(2) We changed our revenue recognition policy as it relates to Asia regional distributors during fiscal 2003.
Fiscal 2004
Closure of Fab 1
On April 7, 2003, we announced our intention to close our Chandler, Arizona (Fab 1) wafer fabrication facility and
integrate certain Fab 1 personnel and processes into its Tempe, Arizona (Fab 2) wafer fabrication facility. We completed this
integration process during the three-month period ended June 30, 2003. The closure of Fab 1 and the integration of certain
Fab 1 personnel into Fab 2 operations resulted in a reduction in force of 207 employees who were either directly involved in
our manufacturing operations or provided support functions to Fab 1. The detail of the charges incurred related to the closure
of Fab 1 that were included in cost of sales for the three-month period ended June 30, 2003 is as follows (amounts in
thousands):
Accelerated depreciation for Fab 1
Fab 1 related charges including severance,
material and other costs
Total charges in cost of sales
$ 30,608
1,147
$ 31,755
The facility where Fab 1 was located is an integral part of our overall campus in Chandler, Arizona. Within this same
facility resides our wafer probe, mask making and other manufacturing related activities. Consequently it is not possible to
abandon or otherwise dispose of this facility. We have accelerated depreciation that was taken only related to assets used in
the wafer fabrication operations at the facility. We have no specific plans for utilizing the space formerly housing the wafer
fabrication operations, and intend to leave it in an idle state. The property, plant and equipment that was subject to the
accelerated depreciation is reflected in the gross and accumulated depreciation carrying values in the property, plant and
equipment section of the our balance sheet and related footnote disclosures.
We incurred $865,000 of special charges recorded principally for contract cancellation, severance and other costs related
to the closure of Fab 1 and other actions.
20
Fiscal 2003
Fab 3 Impairment Charge
During the September 2002 quarter, we recorded a $41.5 million asset impairment charge as described below.
During July 2000, we acquired a semiconductor manufacturing facility in Puyallup, Washington, referred to as Fab 3.
The original purchase consisted of semiconductor manufacturing facilities and real property. It was our intention to bring
Fab 3 to productive readiness and commence volume production of 8-inch wafers using its 0.7 and 0.5 micron process
technologies by August 2001. Due to deteriorating business conditions in the semiconductor industry during fiscal 2002, we
delayed the intended production start up of Fab 3. Fab 3 has never been brought to productive readiness.
In August 2002, we acquired a semiconductor manufacturing facility in Gresham, Oregon, referred to as Fab 4. After the
acquisition of Fab 4 was completed, we undertook an analysis of the potential production capacity at Fab 4. The results of
the production capacity analysis at that time led us to determine that Fab 3’s capacity would not be needed in the foreseeable
future and during the second quarter of fiscal 2003 we committed to a plan to sell Fab 3. Subsequently, we retained a third-
party broker to market Fab 3 on our behalf and began actively seeking potential buyers. Accordingly, Fab 3 was classified as
an asset held-for-sale as of September 30, 2002 and maintained that classification until March 31, 2005.
Management determined the value assigned to the Fab 3 assets through various methods including assistance from a
third-party appraisal. The independent third party used the market approach and considered sales of comparable properties in
determining the fair value of Fab 3. The comparable sales included eight properties, including our purchases of Fab 3 in July
2000 and Fab 4 in August 2002. Based on the results of this appraisal, we recorded an asset impairment charge on Fab 3 of
$36.9 million, including estimated costs to sell. The remaining value of $60.2 million was classified as an asset held-for-sale
and was included as a component of other current assets until March 31, 2005.
During the quarter ended September 30, 2002, we recorded an asset impairment charge of $4.6 million to write-down
certain excess manufacturing equipment located at Fab 3 to its net realizable value of $0.2 million. This manufacturing
equipment became “excess” as a result of duplicate equipment acquired in the purchase of Fab 4. The net realizable value for
the excess manufacturing equipment was determined based on management estimates. Substantially all of the other
manufacturing equipment located at Fab 3 has been transferred to and either will be or is being used in our other wafer
fabrication facilities located in Tempe, Arizona (Fab 2) and Gresham, Oregon (Fab 4).
At March 31, 2005, we changed the classification of Fab 3 from an asset held-for-sale to an asset held-for-future-use.
Fab 3 had been on the market for over two years, and we had not received any acceptable offers on the facility. Over that
period of time, our business had increased significantly and over the next several years we will need to begin planning for
future wafer fabrication capacity as a larger percentage of Fab 4’s clean room capacity is utilized. We determined that the
appropriate action to take was to stop actively marketing the Fab 3 facility and hold it for its future use. As a result of this
change in classification, we had to assess the fair value of the Fab 3 asset to determine if any additional impairment charge
was required upon the change in classification from “held-for-sale” to “held-for-future-use” under Statement of Financial
Accounting Standards (“SFAS”) No. 144, Accounting For the Impairment or Disposal of Long-Lived Assets. We performed
a discounted cash flow analysis of the Fab 3 asset based on various financial projections in developing the fair value estimate
given that it was the best available valuation technique for the asset. The discounted cash flow analysis confirmed the
carrying value of the Fab 3 asset at March 31, 2005 was not in excess of its fair value. We began to depreciate the Fab 3
asset in April 2005.
PowerSmart In-Process Research and Development Charge
On June 5, 2002, we completed the acquisition of PowerSmart, Inc. in which we acquired all of PowerSmart’s
outstanding capital stock and assumed certain stock options for consideration of $54.0 million in cash plus other acquisition-
related costs of $1.2 million. The acquisition was accounted for as a purchase business combination in accordance with
SFAS No. 141, Business Combinations, and accordingly, the results of PowerSmart’s operations are included in our
consolidated results from the date of the acquisition. The acquisition was not considered significant under the rules and
regulations of the SEC (Rule 3-05 of Regulation S-X).
The purchase price was allocated among PowerSmart’s tangible and intangible assets, in-process research and
development and goodwill. Management determined the value assigned to the assets acquired through various methods
including assistance from a third-party appraisal. An allocation of $9.3 million of the purchase price was assigned to in-
process research and development and was written off at the date of the acquisition. The amount paid in excess of the fair
value of the net tangible assets was allocated to separately identifiable intangible assets based upon an independent valuation
analysis. An allocation of $5.6 million of the purchase price was made to core technology and other identifiable intangible
assets and is being amortized over an estimated useful life of seven years. An allocation of approximately $32.3 million of
the purchase price was made to goodwill. None of the goodwill is deductible for tax purposes. The goodwill related to the
21
PowerSmart acquisition was reduced by $0.4 million to $31.9 million in the year ended March 31, 2005 due to a favorable
settlement of a liability that was recorded as of the original acquisition date.
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Note Regarding Forward-looking Statements
This report, including “Item 1 – Business,” “Item 1A – Risk Factors,” and “Item 7 – Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” contains certain forward-looking statements that involve risks
and uncertainties, including statements regarding our strategy, financial performance and revenue sources. We use words
such as “anticipate,” “believe,” “plan,” “expect,” “estimate,” “future,” “intend” and similar expressions to identify forward-
looking statements. These forward-looking statements include, without limitation, statements regarding the following:
• The effects and amount of competitive pricing pressure on our product lines;
• Our ability to moderate future average selling price declines;
• The effect of product mix on gross margin;
• The amount of changes in demand for our products and those of our customers;
• The level of orders that will be received and shipped within a quarter;
• The effect that distributor and customer inventory holding patterns will have on us;
• Our belief that customers recognize our products and brand name and use distributors as an effective supply
channel;
• Our ability to increase the proprietary portion of our analog and interface product lines and the effect of such an
increase;
• The impact of any supply disruption we may experience;
• Our ability to effectively utilize our facilities at appropriate capacity levels and anticipated costs;
• That our existing facilities provide sufficient capacity to respond to increases in demand;
• That manufacturing costs will be reduced by transition to advanced process technologies;
• Our ability to absorb fixed costs, labor and other direct manufacturing costs;
• Our ability to maintain manufacturing yields;
• Continuing our investments in new and enhanced products;
• The ability to attract and retain qualified personnel;
• The cost effectiveness of using our own assembly and test operations;
• Our anticipated level of capital expenditures;
• Continuing to seek patents on our inventions;
• Continuation of quarterly cash dividends;
• The sufficiency of our existing sources of liquidity;
• The impact of seasonality on our business;
• The impact of SFAS No. 123R on our business;
• That the resolution of legal actions will not harm our business;
• That the idling of assets will not impair the value of such assets;
• The recoverability of our deferred tax assets;
• The adequacy of our tax reserves to offset any potential tax liabilities;
• Our belief that the expiration of any tax holidays will not have a material impact;
• The ability to obtain title to our Thailand facility, its fair value and adequacy of associated reserves;
• The accuracy of our estimates of the useful life and values of our property;
• The timing and amounts of future contractual obligations;
• The effect that expiration of any particular patent may have;
• Our ability to obtain intellectual property licenses and minimize the effects of litigation;
• The level of risk we are exposed to for product liability claims;
• The amount of labor unrest, political instability, governmental interference and changes in general economic
conditions that we experience;
• The effect of increases in market interest rates on income and/or cash flows; and
• The effect of fluctuations in currency rates.
Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of
certain factors including those set forth in “Item 1A – Risk Factors,” and elsewhere in this Form 10-K. Although we believe
that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of
22
activity, performance or achievements. You should not place undue reliance on these forward-looking statements. We
disclaim any obligation to update information contained in any forward-looking statement.
Introduction
The following discussion should be read in conjunction with the condensed consolidated financial statements and the
related notes that appear elsewhere in this document, as well as with other sections of this Annual Report on Form 10-K,
including “Item 1 – Business;” “Item 6 – Selected Financial Data;” and “Item 8 – Financial Statements and Supplementary
Data.”
We begin our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) with a
summary of Microchip’s overall business strategy to give the reader an overview of the goals of our business and the overall
direction of our business and products. This is followed by a discussion of the Critical Accounting Policies and Estimates
that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.
In the next section, beginning at page 27, we discuss our Results of Operations for fiscal 2007 compared to fiscal 2006, and
for fiscal 2006 compared to fiscal 2005. We then provide an analysis of changes in our balance sheet and cash flows, and
discuss our financial commitments in sections titled “Liquidity and Capital Resources,” “Contractual Obligations” and “Off-
Balance Sheet Arrangements.”
Strategy
Our goal is to be a worldwide leader in providing specialized semiconductor products for a wide variety of embedded
control applications. Our strategic focus is on embedded control products, which include microcontrollers, high-performance
linear and mixed signal devices, power management and thermal management devices, interface devices, Serial EEPROMs,
security devices. We provide highly cost-effective embedded control products that also offer the
and our patented KEELOQ
advantages of small size, high performance, low voltage/power operation and ease of development, enabling timely and cost-
effective embedded control product integration by our customers.
Our manufacturing operations include wafer fabrication and assembly and test. The ownership of our manufacturing
resources is an important component of our business strategy, enabling us to maintain a high level of manufacturing control
resulting in us being one of the lowest cost producers in the embedded control industry. By owning our wafer fabrication
facilities and much of our assembly and test operations, and by employing statistical process control techniques, we have
been able to achieve and maintain high production yields. Direct control over manufacturing resources allows us to shorten
our design and production cycles. This control also allows us to capture the wafer manufacturing and a portion of the
assembly and test profit margin.
We employ proprietary design and manufacturing processes in developing our embedded control products. We believe
our processes afford us both cost-effective designs in existing and derivative products and greater functionality in new
product designs. While many of our competitors develop and optimize separate processes for their logic and memory
product lines, we use a common process technology for both microcontroller and non-volatile memory products. This allows
us to more fully leverage our process research and development costs and to deliver new products to market more rapidly.
Our engineers utilize advanced computer-aided design (CAD) tools and software to perform circuit design, simulation and
layout, and our in-house photomask and wafer fabrication facilities enable us to rapidly verify design techniques by
processing test wafers quickly and efficiently.
We are committed to continuing our investment in new and enhanced products, including development systems, and in
our design and manufacturing process technologies. We believe these investments are significant factors in maintaining our
competitive position. Our current research and development activities focus on the design of new microcontrollers, digital
signal controllers, memory and mixed-signal products, new development systems, software and application-specific software
libraries. We are also developing new design and process technologies to achieve further cost reductions and performance
improvements in existing products.
We market our products worldwide primarily through a network of direct sales personnel and distributors. Our
distributors focus primarily on servicing the product and technical support requirements of a broad base of diverse
customers. We believe that our direct sales personnel combined with our distributors provide an effective means of reaching
this broad and diverse customer base. Our direct sales force focuses primarily on major strategic accounts in three
geographical markets: the Americas, Europe and Asia. We currently maintain sales and support centers in major
metropolitan areas in North America, Europe and Asia. We believe that a strong technical service presence is essential to the
continued development of the embedded control market. Many of our field sales engineers (FSEs), field application
engineers (FAEs), and sales management have technical degrees and have been previously employed in an engineering
environment. We believe that the technical knowledge of our sales force is a key competitive advantage in the sale of our
products. The primary mission of our FAE team is to provide technical assistance to strategic accounts and to conduct
23
periodic training sessions for FSEs and distributor sales teams. FAEs also frequently conduct technical seminars for our
customers in major cities around the world, and work closely with our distributors to provide technical assistance and end-
user support.
Critical Accounting Policies and Estimates
General
Our discussion and analysis of Microchip’s financial condition and results of operations is based upon our Consolidated
Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United
States of America. We review the accounting policies we use in reporting our financial results on a regular basis. The
preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. On an ongoing basis, we evaluate
our estimates, including those related to revenue recognition, share-based compensation, inventories, income taxes, property
plant and equipment, impairment of property, plant and equipment and litigation. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other
sources. Results may differ from these estimates due to actual outcomes being different from those on which we based our
assumptions. We review these estimates and judgments on an ongoing basis. We believe the following critical accounting
policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
We also have other policies that we consider key accounting policies, such as our policy regarding revenue recognition to
OEMs; however, we do not believe these policies require us to make estimates or judgments that are as difficult or subjective
as our policies described below.
Revenue Recognition – Distributors
Our distributors worldwide have broad rights to return products and price protection rights, so we defer revenue
recognition until the distributor sells the product to their customers. We reduce product pricing through price protection
based on market conditions, competitive considerations and other factors. Price protection is granted to distributors on the
inventory that they have on hand at the date the price protection is offered. When we reduce the price of our products, it
allows the distributor to claim a credit against its outstanding accounts receivable balances based on the new price of the
inventory it has on hand as of the date of the price reduction. There is no revenue impact to us from the price protections.
We also grant certain credits to our distributors. The credits are granted to the distributors on specially identified pieces of
the distributors’ business to allow them to earn a competitive gross margin on the sale of our products to their end customers.
The credits are on a per unit basis and are not given to the distributor until they provide documentation of the sale to their end
customer. The effect of granting these credits establishes the net selling price from us to our distributors for the product and
results in the net revenue recognized by us when the product is sold by the distributors to their end customers. Upon our
shipment to distributors, amounts billed are included as accounts receivable, inventory is relieved, and the sale and the gross
margin are deferred and are reflected as a current liability until the product is sold by the distributor to their customers.
Share-based Compensation
In the first quarter of fiscal 2007, we adopted SFAS No. 123R, which requires the measurement at fair value and
recognition of compensation expense for all share-based payment awards, including grants of employee stock options, RSUs
and employee stock purchase rights, to be recognized in our financial statements based on their respective grant date fair
values. Total share-based compensation in fiscal 2007 was $30.7 million, of which $24.1 million was reflected in operating
expenses, $3.3 million was reflected in cost of goods sold and $3.3 million was capitalized to inventory.
Determining the appropriate fair-value model and calculating the fair value of share-based awards at the date of grant
requires judgment. The fair value of our RSUs is based on the fair market value of our common stock on the date of grant
discounted for expected future dividends. We use the Black-Scholes option pricing model to estimate the fair value of
employee stock options and rights to purchase shares under stock participation plans, consistent with the provisions of
SFAS No. 123R. Option pricing models, including the Black-Scholes model, also require the use of input assumptions,
including expected volatility, expected life, expected dividend rate, and expected risk-free rate of return. We use a blend of
historical and implied volatility based on options freely traded in the open market as we believe this is more reflective of
market conditions and a better indicator of expected volatility than using purely historical volatility. The expected life of the
awards is based on historical and other economic data trended into the future. The risk-free interest rate assumption is based
on observed interest rates appropriate for the terms of our awards. The dividend yield assumption is based on our history and
expectation of future dividend payouts. SFAS No. 123R requires us to develop an estimate of the number of share-based
awards which will be forfeited due to employee turnover. Quarterly changes in the estimated forfeiture rate can have a
significant effect on reported share-based compensation, as the effect of adjusting the rate for all expense amortization after
24
April 1, 2006 is recognized in the period the forfeiture estimate is changed. If the actual forfeiture rate is higher than the
estimated forfeiture rate, then an adjustment is made to increase the estimated forfeiture rate, which will result in a decrease
to the expense recognized in the financial statements. If the actual forfeiture rate is lower than the estimated forfeiture rate,
then an adjustment is made to decrease the estimated forfeiture rate, which will result in an increase to the expense
recognized in the financial statements. If forfeiture adjustments are made, they would affect our gross margin, research and
development expenses, and selling, general, administrative expenses. The effect of forfeiture adjustments in fiscal 2007 was
immaterial.
We evaluate the assumptions used to value our awards on a quarterly basis. If factors change and we employ different
assumptions, share-based compensation expense may differ significantly from what we have recorded in the past. If there are
any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel
any remaining unearned share-based compensation expense. Future share-based compensation expense and unearned share-
based compensation will increase to the extent that we grant additional equity awards to employees or we assume unvested
equity awards in connection with acquisitions. Had we adopted SFAS No. 123R in prior periods, the magnitude of the
impact of that standard on our results of operations would have approximated the impact of SFAS No. 123 assuming the
application of the Black-Scholes option pricing model as described in the disclosure of pro forma net income and pro forma
net income per share in Note 14 to our Consolidated Financial Statements.
Inventories
Inventories are valued at the lower of cost or market using the first-in, first-out method. We write down our inventory
for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions
are less favorable than those we projected, 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 estimating our inventory obsolescence, we primarily evaluate
estimates of demand over a 12-month period and record impairment charges for inventory on hand in excess of the estimated
12-month demand.
Income Taxes
As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in
each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure together with
assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These
differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must
then assess the likelihood that our deferred tax assets will be recovered from future taxable income within the relevant
jurisdiction and to the extent we believe that recovery is not likely, we must establish a valuation allowance. We have not
provided for a valuation allowance because we believe that it is more likely than not that our deferred tax assets will be
recovered from future taxable income. Should we determine that we would not be able to realize all or part of our net
deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such
determination was made. At March 31, 2007, our gross deferred tax asset was $62.0 million.
Various taxing authorities in the United States and other countries in which we do business are increasing their scrutiny
of the tax structures employed by businesses. Companies of our size and complexity are regularly audited by the taxing
authorities in the jurisdictions in which they conduct significant operations. We are currently under audit by the United
States Internal Revenue Service (“IRS”) for our fiscal years ended March 31, 2002, 2003 and 2004. We recognize liabilities
for anticipated tax audit issues in the United States and other tax jurisdictions based on our estimate of whether, and the
extent to which, additional tax payments are probable. We believe that we maintain adequate tax reserves to offset any
potential tax liabilities that may arise upon these and other pending audits in the United States and other countries in which
we do business. If such amounts ultimately prove to be unnecessary, the resulting reversal of such reserves would result in
tax benefits being recorded in the period the reserves are no longer deemed necessary. If such amounts ultimately 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.
Property, Plant & Equipment
Property, plant and equipment are stated at cost. Major renewals and improvements are capitalized, while maintenance
and repairs are expensed when incurred. At March 31, 2007, the carrying value of our property and equipment totaled
$605.7 million, which represents 26.7% of our total assets. This carrying value reflects the application of our property and
equipment accounting policies, which incorporate estimates, assumptions and judgments relative to the useful lives of our
25
property and equipment. Depreciation is provided on a straight-line basis over the estimated useful lives of the related assets,
which range from five to seven years on manufacturing equipment and approximately 30 years on buildings.
We began production activities at Fab 4 on October 31, 2003. We began to depreciate the Fab 4 assets as they were
placed in service for production purposes. As of March 31, 2007, all of the buildings and supporting facilities were being
depreciated as well as the manufacturing equipment that had been placed in service. All manufacturing equipment that was
not being used in production activities was maintained in projects in process and is not being depreciated until it is placed
into service since management believes there will be no change to its utility from the present time until it is placed into
productive service. The lives to be used for depreciating this equipment at Fab 4 will be evaluated at such time as the assets
are placed in service. We do not believe that the temporary idling of such assets has impaired the estimated life or carrying
values of the underlying assets.
On March 31, 2005, we changed the classification of Fab 3 from an asset held-for-sale to an asset held-for-future-use.
Fab 3 had been on the market for over two years, and we had not received any acceptable offers on the facility. Over that
period of time, our business had increased significantly and over the next several years we will need to begin planning for
future wafer fabrication capacity as a larger percentage of Fab 4’s clean room capacity is utilized. We determined that the
appropriate action to take was to stop actively marketing the Fab 3 facility and hold it for our future use. As a result of this
change in classification, we had to assess the fair value of the Fab 3 asset to determine if any additional impairment charge
was required upon the change in classification from “held-for-sale” to “held-for-future-use” under SFAS No. 144. We
performed a discounted cash flow analysis of the Fab 3 asset based on various financial projections in developing the fair
value estimate given that it was the best available valuation technique for the asset. The discounted cash flow analysis
confirmed the carrying value of the Fab 3 asset at March 31, 2005 was not in excess of its fair value. If indicators of
impairment for the Fab 3 assets arise in the future, we will determine if the sum of the estimated undiscounted cash flows
attributable to the assets in question are less than their carrying value. If less, we would recognize an impairment loss on the
excess of the carrying amount of the assets over their respective fair values. We began to depreciate the Fab 3 asset in April
2005.
The estimates, assumptions and judgments we use in the application of our property and equipment policies reflect both
historical experience and expectations regarding future industry conditions and operations. The use of different estimates,
assumptions and judgments regarding the useful lives of our property and equipment and expectations regarding future
industry conditions and operations, could result in materially different carrying values of assets and results of operations.
We do not currently hold title to the land on which our Thailand facility resides. The land is subject to a bankruptcy
relating to the seller of the land. We are currently working with the creditors in attempts to reach resolution on this matter.
We have provided reserves that we estimate will be adequate to obtain full title. Such reserves are set at the estimated fair
value of the land. However, timing of the resolution is difficult to predict and the ultimate amount to be paid could change.
Impairment of Property, Plant and Equipment
We assess whether indicators of impairment of long-lived assets are present. If such indicators are present, we determine
whether the sum of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying
value. If less, we recognize 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, we recognize an impairment loss through a charge to our 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, which we
depreciate over the remaining estimated useful life of the asset. We may incur impairment losses, or additional losses on
already impaired assets, in future periods if factors influencing our estimates change.
Litigation
Our current estimated range of liability related to pending litigation is based on the probable loss of claims for which we
can estimate the amount and range of loss. Recorded reserves were immaterial at March 31, 2007.
Because of the uncertainties related to both the probability of loss and the amount and range of loss on our pending
litigation, we are unable to make a reasonable estimate of the liability that could result from an unfavorable outcome. As
additional information becomes available, we will assess the potential liability related to our pending litigation and revise our
estimates. Revisions in our estimates of the potential liability could materially impact our results of operation and financial
position.
26
Results of Operations
The following table sets forth certain operational data as a percentage of net sales for the years indicated:
Net sales
Cost of sales
Gross profit
Research and development
Selling, general and administrative
Special charges
Operating income
Net Sales
2007
100.0%
39.9%
60.1%
10.9%
15.7%
---%
33.5%
Year Ended March 31,
2006
100.0%
40.6%
59.4%
10.2%
14.0%
---%
35.2%
2005
100.0%
42.9%
57.1%
11.0%
13.1%
2.5%
30.5%
We operate in one industry segment and engage primarily in the design, development, manufacture and marketing of
semiconductor products. We sell our products to distributors and original equipment manufacturers, referred to as OEMs, in
a broad range of market segments, perform ongoing credit evaluations of our customers and generally require no collateral.
Our net sales of $1,039.7 million in fiscal 2007 increased by $111.8 million, or 10.8%, over fiscal 2006, and net sales of
$927.9 million in fiscal 2006 increased by $81.0 million, or 9.6%, over fiscal 2005. The increases in net sales in fiscal 2007
compared to fiscal 2006 and in fiscal 2006 compared to fiscal 2005 resulted primarily from increased demand, predominantly
for our proprietary microcontroller and analog products. Average selling prices for our products were flat in fiscal 2007 over
fiscal 2006 and down approximately 4% in fiscal 2006 over fiscal 2005. The number of units of our products sold was up
approximately 12% in fiscal 2007 over fiscal 2006 and approximately 14% in fiscal 2006 over fiscal 2005. The average
selling prices and the unit volumes of our sales are impacted by the mix of our products sold and overall semiconductor
market conditions. We believe that we have continued to grow our percentage of market share in the embedded control
market over the last three fiscal years. Key factors in achieving the amount of net sales during the last three fiscal years
include:
•
•
•
•
•
•
•
continued market share gains;
increasing semiconductor content in our customers’ products;
customers’ increasing needs for the flexibility offered by our programmable solutions;
our new product offerings that have increased our served available market;
increasing demand for our products;
economic conditions in the markets we serve; and
inventory holding patterns of our customers.
We recognize revenue from product sales upon shipment to OEMs. Under our shipping terms, legal title generally
passes to the customer upon shipment from Microchip. We have no post shipment obligations. Distributors worldwide
generally have broad rights to return products and price protection rights, so we defer revenue recognition until the
distributors sell the product to their customers. Upon shipment, amounts billed to distributors are included in accounts
receivable, inventory is relieved, the sale is deferred and the gross margin is reflected as a current liability until the product is
sold by the distributors to their customers.
Sales by product line for the fiscal years ended March 31, 2007, 2006 and 2005 were as follows (dollars in thousands):
Microcontrollers
Memory products
Analog and interface products
2007
$ 834,293
122,748
82,630
80.2%
11.8
8.0
2006
$ 736,179
125,335
66,379
79.3%
13.5
7.2
2005
$ 674,902
115,120
56,914
79.7%
13.6
6.7
Year Ended March 31,
Total Sales
$ 1,039,671
100.0%
$ 927,893
100.0%
$ 846,936
100.0%
Microcontrollers
Our microcontroller product line represents the largest component of our total net sales. Microcontrollers and associated
application development systems accounted for approximately 80.2% of our total net sales in fiscal 2007, approximately
79.3% of our total net sales in fiscal 2006 and approximately 79.7% of our total net sales in fiscal 2005.
27
Net sales of our microcontroller products increased approximately 13.3% in fiscal 2007 compared to fiscal 2006, and
increased approximately 9.1% in fiscal 2006 compared to fiscal 2005. The increases in net sales were primarily due to
increased demand for our microcontroller products in end markets, driven principally by market share gains and those factors
described above under “Net Sales” at page 27. The end markets that we serve include the consumer, automotive, industrial
control, communications and computing control markets.
Historically, average selling prices in the semiconductor industry decrease over the life of any particular product. The
overall average selling prices of our microcontroller products have remained relatively constant over time due to the
proprietary nature of these products. We have experienced, and expect to continue to experience, moderate pricing pressure
in certain microcontroller product lines, primarily due to competitive conditions. We have in the past been able to, and
expect in the future to be able to, moderate average selling price declines in our microcontroller product lines by introducing
new products with more features and higher prices. We may be unable to maintain average selling prices for our
microcontroller products as a result of increased pricing pressure in the future, which could adversely affect our operating
results.
Memory Products
Sales of our memory products accounted for approximately 11.8% of our total net sales in fiscal 2007, approximately
13.5% of our total net sales in fiscal 2006 and approximately 13.6% of our total net sales in fiscal 2005.
Net sales of our memory products decreased approximately 2.1% in fiscal 2007 compared to fiscal 2006, and increased
approximately 8.9% in fiscal 2006 compared to fiscal 2005, driven primarily by customer demand conditions within the
Serial EEPROM market, which products comprise substantially all of our memory product net sales.
Serial EEPROM product pricing has historically been cyclical in nature, with steep price declines followed by periods of
relative price stability, driven by changes in industry capacity at different stages of the business cycle. We have experienced,
and expect to continue to experience, varying degrees of competitive pricing pressures in our Serial EEPROM products. We
may be unable to maintain the average selling prices of our Serial EEPROM products as a result of increased pricing pressure
in the future, which could adversely affect our operating results.
Analog and Interface Products
Sales of our analog and interface products accounted for approximately 8.0% of our total net sales in fiscal 2007, 7.2%
of our total net sales in fiscal 2006 and approximately 6.7% of our total net sales in fiscal 2005.
Net sales of our analog and interface products increased approximately 24.5% in fiscal 2007 compared to fiscal 2006 and
increased approximately 16.6% in fiscal 2006 compared to fiscal 2005. The increase in net sales of our analog and interface
products in these periods were driven primarily by market share gains and supply and demand conditions within the analog
and interface market.
Analog and interface products can be proprietary or non-proprietary in nature. Currently, we consider more than half of
our analog and interface product mix to be proprietary in nature, where prices are relatively stable, similar to the pricing
stability experienced in our microcontroller products. The non-proprietary portion of our analog and interface business will
experience price fluctuations, driven primarily by the current supply and demand for those products. We may be unable to
maintain the average selling prices of our analog and interface products as a result of increased pricing pressure in the future,
which could adversely affect our operating results. We anticipate the proprietary portion of our analog and interface products
will increase over time.
Distribution
Distributors accounted for 65% of our net sales in fiscal 2007, 2006 and 2005.
Our largest distributor accounted for approximately 11% of our net sales in fiscal 2007, approximately 13% of our net
sales in fiscal 2006 and fiscal 2005. Our two largest distributors together accounted for 21% of our net sales in fiscal 2007,
24% of our net sales in fiscal 2006 and 25% of our net sales in 2005.
Generally, we do not have long-term agreements with our distributors and we, or our distributors, may terminate their
relationships with us with little or no advanced notice. The loss of, or the disruption in the operations of, one or more of our
distributors could reduce our future net sales in a given quarter and could result in an increase in inventory returns.
At March 31, 2007, distributors were maintaining an average of approximately 1.8 months of inventory of our products
calculated based on the prior three months of their sell through activity. Over the past three fiscal years, the months of
inventory maintained by our distributors have fluctuated between approximately 1.8 months and 2.5 months. Thus, inventory
levels at our distributors are at the low end of the range we have experienced over the last three years. We do not believe that
28
inventory holding patterns at our distributors will materially impact our net sales, due to the fact that we recognize revenue
based on sell through for all of our distributors.
Distributors generally have broad-based rights to return product to us. As revenue on distributor shipments is not
recognized until the distributors sell our product on to their end customers, distributor returns have no impact on our revenue
recognition.
We also grant certain credits to our distributors and also offer these distributors price protection. The credits are granted
to the distributors on specifically identified pieces of the distributors’ business to allow them to earn a competitive gross
margin on the sale of our products to their end customers. The credits are on a per unit basis and are not given to the
distributor until they provide information regarding the sale to their end customer. The effect of granting these credits
establishes the net selling price from us to our distributors for the products and results in the net revenue recognized by us
when the product is sold by the distributors to their end customers.
We reduce product pricing through price protection based on market conditions, competitive considerations and other
factors. Price protection is granted to distributors on the inventory that they have on hand at the date the price protection is
offered. When we reduce the selling price of our products, it allows the distributors to claim a credit against its outstanding
accounts receivables balances based on the new price of the inventory it has on hand as of the date of the price reduction.
There is no revenue recognition impact from the price protection.
We do not offer material incentive programs to our distributors.
Sales by Geography
Sales by geography for the fiscal years ended March 31, 2007, 2006 and 2005 were as follows (dollars in thousands):
Americas
Europe
Asia
2007
$ 287,371
302,708
449,592
Year Ended March 31,
2006
27.6% $ 266,353
255,367
29.1
406,173
43.3
28.7%
27.5
43.8
2005
$ 248,881
232,493
365,562
29.4%
27.4
43.2
Total Sales
$ 1,039,671
100.0% $ 927,893
100.0%
$ 846,936
100.0%
Our sales to foreign customers have been predominately in Asia and Europe, which we attribute to the manufacturing
strength in those areas for automotive, communications, computing, consumer and industrial control products. Americas
sales include sales to customers in the United States, Canada, Central America and South America.
Sales to foreign customers accounted for approximately 74% of our net sales in fiscal 2007, 74% of our net sales in fiscal
2006 and 73% of our net sales in fiscal 2005. Substantially all of our foreign sales are U.S. dollar denominated.
Sales to customers in China, including Hong Kong, accounted for approximately 18% of our net sales in fiscal 2007 and
approximately 17% of our net sales in fiscal 2006 and 2005. Sales to customers in Taiwan accounted for approximately 10%
of our net sales in fiscal 2007, 2006 and 2005. We did not have sales into any other countries that exceeded 10% of our net
sales during the last three fiscal years.
Gross Profit
Our gross profit was $624.8 million in fiscal 2007, $550.9 million in fiscal 2006 and $484.0 million in fiscal 2005.
Gross profit as a percent of sales was 60.1% in fiscal 2007, 59.4% in fiscal 2006 and 57.1% in fiscal 2005.
The most significant factors affecting our gross profit percentage over the past three fiscal years were:
•
•
•
increased cost of sales of $3.3 million in fiscal 2007 associated with share-based compensation expense under
SFAS No. 123R.
fluctuations in the product mix of microcontrollers, proprietary and non-proprietary analog products and Serial
EEPROM products resulting in higher average selling prices for our products.
continual cost reductions in wafer fabrication and assembly and test manufacturing such as new manufacturing
technologies and more efficient manufacturing techniques.
29
Other factors that impacted our gross profit percentage in the periods covered by this report include:
•
•
•
•
changes in capacity utilization and absorption of fixed costs,
gross profit on products sold through the distribution channel,
depreciation expense as a percentage of cost of sales, and
inventory write-offs and the sale of inventory that was previously written off.
During fiscal 2007, we operated at approximately 99% of our Fab 2 capacity. During fiscal 2006, we operated at
approximately 98% of our Fab 2 capacity. Our utilization of Fab 4’s total capacity is at relatively low levels although we are
utilizing all of the installed equipment base. We expect to maintain the current level of capacity utilization at Fab 2 during
the first quarter of fiscal 2008 and to modestly increase the current level of capacity utilization at Fab 4 during the first
quarter of fiscal 2008.
The process technologies utilized impact our gross margins. Fab 2 currently utilizes various manufacturing process
technologies, but predominantly utilizes our 0.5 to 1.0 micron processes. At March 31, 2007, Fab 4 predominantly utilized
our 0.5 micron process technology. We continue to transition products to more advanced process technologies to reduce
future manufacturing costs. All of our production has been on 8-inch wafers during the periods covered by this report.
Our overall inventory levels were $121.0 million at March 31, 2007, compared to $115.0 million at March 31, 2006 and
$103.7 million at March 31, 2005. We maintained 107 days of inventory on our balance sheet at March 31, 2007 compared
to 106 days of inventory at March 31, 2006 and 107 days at March 31, 2005.
We anticipate that our gross margins will fluctuate over time, driven primarily by the overall product mix of
microcontroller, analog and interface and memory products and the percentage of net sales of each of these products in a
particular quarter, as well as manufacturing yields, fixed cost absorption, capacity utilization levels, particularly those at
Fab 4, and competitive and economic conditions.
At March 31, 2007, approximately 72% of our assembly requirements were performed in our Thailand facility,
compared to approximately 66% as of March 31, 2006 and approximately 70% at March 31, 2005. Contractors located in
Asia perform the balance of our assembly operations. Substantially all of our test requirements were performed in our
Thailand facility over the last three fiscal years. We believe that the assembly and test operations performed at our Thailand
facility provide us with significant cost savings when compared to contractor assembly and test costs, as well as increased
control over these portions of the manufacturing process.
We rely on outside wafer foundries for a small portion of our wafer fabrication requirements.
Our use of third parties involves some reduction in our level of control over the portions of our business that we
subcontract. While we review the quality, delivery and cost performance of our third party contractors, our future operating
results could suffer if any third party contractor is unable to maintain manufacturing yields, assembly and test yields and
costs at approximately their current levels.
Research and Development (R&D)
R&D expenses for fiscal 2007 were $113.7 million, or 10.9% of sales, compared to $94.9 million, or 10.2% of sales, for
fiscal 2006 and $93.0 million, or 11.0% of sales, for fiscal 2005. We are committed to investing in new and enhanced
products, including development systems software, and in our design and manufacturing process technologies. We believe
these investments are significant factors in maintaining our competitive position. We expense all R&D costs as incurred.
R&D expenses include labor, depreciation, masks, prototype wafers, and expenses for the development of process
technologies, new packages, and software to support new products and design environments.
R&D expenses increased $18.8 million, or 19.8%, for fiscal 2007 over fiscal 2006. The primary reasons for the dollar
increase in R&D costs in fiscal 2007 compared to fiscal 2006 was higher labor costs as a result of expanding our internal
R&D headcount, increases in bonuses and $9.6 million of share-based compensation as a result of the adoption of SFAS
No. 123R. R&D expenses increased $1.9 million, or 2.0%, for fiscal 2006 over fiscal 2005. The primary reasons for the
dollar increase in R&D costs in fiscal 2006 compared to fiscal 2005 were higher labor and recruitment costs as a result of
expanding our technical resources and increases in bonuses.
Selling, General and Administrative
Selling, general and administrative expenses for fiscal 2007 were $163.2 million, or 15.7% of sales, compared to
$129.6 million, or 14.0% of sales, for fiscal 2006, and $111.2 million, or 13.1% of sales, for fiscal 2005. Selling, general and
30
administrative expenses include salary expenses related to field sales, marketing and administrative personnel, advertising
and promotional expenditures and legal expenses. Selling, general and administrative expenses also include costs related to
our direct sales force and field applications engineers who work in sales offices worldwide to stimulate demand by assisting
customers in the selection and use of our products.
Selling, general and administrative expenses increased $33.7 million, or 26.0%, for fiscal 2007 over fiscal 2006. The
primary reasons for the dollar increases in selling, general and administrative expenses in fiscal 2007 over fiscal 2006 were
higher labor costs as a result of expanding our internal resources involved in the technical aspects of selling our products,
increases in bonuses and $14.5 million of share-based compensation as a result of the adoption of SFAS No. 123R. Selling,
general and administrative expenses increased $18.4 million, or 16.5%, for fiscal 2006 over fiscal 2005. The primary reasons
for the dollar increase in selling, general and administrative expenses in fiscal 2006 over fiscal 2005 were higher labor costs
as a result of expanding our internal resources, increases in bonuses and increases in travel expenses.
Selling, general and administrative expenses fluctuate over time, primarily due to revenue and operating expense
investment levels.
Special Charges
In fiscal 2005, we reached an agreement with U.S. Philips Corporation and Philips Electronics North America Corp.
(together “Philips”) regarding patent license litigation between Philips and ourselves. The agreement included dismissal of
the then pending litigation and the cross-license of certain patents between Philips and Microchip. We recorded a special
charge of $21.1 million in the quarter ended June 30, 2004 associated with this matter. As part of the settlement, we licensed
certain of our patents related to 8-pin microcontrollers to Philips, and Philips licensed its patents related to I2C serial
communications to us, each on fully-paid up, non-royalty bearing worldwide licenses. The definitive agreement related to
this matter was finalized and executed, and we made a cash payment to Philips during our fiscal quarter ending
September 30, 2004.
There were no special charges in fiscal 2007 or 2006.
Other Income (Expense)
Interest income in fiscal 2007 increased from interest income in fiscal 2006 as our average invested balances were at
higher levels in fiscal 2007 compared to fiscal 2006, and we earned a higher interest rate on our invested balances. Interest
income in fiscal 2006 increased from interest income in fiscal 2005 as our average invested balances were at higher levels in
fiscal 2006 compared to fiscal 2005, and we earned a higher interest rate on our invested balances.
Provision for Income Taxes
Provisions for income taxes reflect tax on our foreign earnings and federal and state tax on our U.S. earnings. Our
effective tax rate was 11.0% in fiscal 2007, 32.5% in fiscal 2006 and 22.9% in fiscal 2005, and is lower than statutory rates in
the United States due primarily to lower tax rates at our foreign locations, R&D tax credits and export sales incentives. Our
effective tax rate in fiscal 2007 reflects a $52.2 million benefit related to a tax settlement for our fiscal 1999 through fiscal
2001 tax years that occurred in the fourth quarter of fiscal 2007 which decreased our effective tax rate for fiscal 2007 by
13.0%. Our effective tax rate in fiscal 2006 reflects a $30.6 million tax expense related to the repatriation of $500 million of
foreign earnings under the American Jobs Creation Act (the “Jobs Act”) that was effective for the third quarter of fiscal 2006
which increased our effective tax rate in fiscal 2006 by 8.5%. We expect our effective tax rate for fiscal 2008 to be
approximately 20%.
Various taxing authorities in the United States and other countries in which we do business are increasing their scrutiny
of the tax structures employed by businesses. Companies of our size and complexity are regularly audited by the taxing
authorities in the jurisdictions in which they conduct significant operations. We are currently under audit by the IRS for our
fiscal years ended March 31, 2002, 2003 and 2004. We recognize liabilities for anticipated tax audit issues in the United
States and other tax jurisdictions based on our estimate of whether, and the extent to which, additional tax payments are
probable. We believe that we maintain adequate tax reserves to offset any potential tax liabilities that may arise upon these
and other pending audits in the United States and other countries in which we do business. If such amounts ultimately prove
to be unnecessary, the resulting reversal of such reserves would result in tax benefits being recorded in the period the reserves
are no longer deemed necessary. If such amounts ultimately prove to be less than any final assessment, a future charge to
expense would be recorded in the period in which the assessment is determined.
Our Thailand manufacturing operations currently benefit from numerous tax holidays that have been granted to us by the
Thailand government based on our investments in property, plant and equipment in Thailand. Our tax holiday periods in
Thailand expire at various times in the future. One of our Thailand tax holidays expired in September 2006 and the
31
expiration did not have a material impact on our effective tax rate. We do not expect the future expiration of any of our tax
holiday periods in Thailand to have a material impact on our overall effective tax rate. Any expiration of tax holidays are
expected to have a minimal impact on our overall tax expense due to other tax holidays and increases in income in other
taxing jurisdictions with lower statutory rates.
Liquidity and Capital Resources
We had $1,278.4 million in cash, cash equivalents and short-term and long-term investments at March 31, 2007, a
decrease of $6.7 million from the March 31, 2006 balance. The decrease in cash, cash equivalents and short-term and long-
term investments over this time period is primarily attributable to a $269.0 million pay down of short-term debt offset by
cash generated from operating activities.
Net cash provided from operating activities was $429.8 million for fiscal 2007, $437.3 million for fiscal 2006 and
$352.7 million for fiscal 2005. The increase in cash flow from operations was primarily due to increases in net income and
changes in accounts payable and accrued liabilities. Accrued income taxes reduced by $60.4 million and accounts payable
reduced by $16.2 million in fiscal 2007.
Net cash used in investing activities was $442.2 million for fiscal 2007, $136.6 million for fiscal 2006 and
$370.7 million in fiscal 2005. The increase in cash used in investing activities in fiscal 2007 over fiscal 2006 was primarily
due to changes in our net purchases, sales and maturities of investments. The increase in cash used in investing activities in
fiscal 2006 over fiscal 2005 was primarily due to changes in our net purchases, sales and maturities of investments.
Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions.
Capital expenditures were $60.0 million in fiscal 2007, $76.3 million in fiscal 2006 and $63.2 million in fiscal 2005. The
primary reason for the dollar differences in capital expenditures in the periods covered by this report related to requirements
for funding capital expansion activities in our manufacturing operations. We currently intend to spend approximately $80
million during the next 12 months to invest in equipment and facilities to maintain, and selectively increase, capacity to meet
our currently anticipated needs.
We expect to finance capital expenditures through our existing cash balances and cash flows from operations. We
believe that the capital expenditures anticipated to be incurred over the next 12 months will provide sufficient manufacturing
capacity to meet our currently anticipated needs.
Net cash used in financing activities was $385.3 million for fiscal 2007. Net cash provided by financing activities was
$195.8 million for fiscal 2006. Net cash used in financing activities was $18.6 million for fiscal 2005. Proceeds from the
sale of stock, the exercise of stock options and employee purchases under our employee stock purchase plan were $68.7
million for fiscal 2007, $95.8 million for fiscal 2006 and $47.2 million for fiscal 2005. Cash expended for the repurchase of
our common stock was $0 in fiscal 2007, $3.3 million in fiscal 2006 and $68.3 million in fiscal 2005. We had short-term
borrowings of $0 at March 31, 2007, $269.0 million at March 31, 2006 and $45.5 million at March 31, 2005. The short-term
borrowings of $269.0 million at March 31, 2006 relate to transactions associated with the repatriation of foreign earnings
under the Jobs Act. During fiscal 2007, we paid down $269.0 million in short-term borrowings. During fiscal 2006, we paid
down $45.5 million in short-term borrowings and initiated new borrowings of $269.0 million. To complete the repatriation
of $500 million in fiscal 2006, we initiated the $269.0 million in borrowings, which were collateralized against investments
that were held in the foreign locations, allowing the investments to reach their normal maturity date. The short-term debt was
a result of repurchase agreements that were in place with two investment firms. Effective with the adoption of SFAS
No. 123R on April 1, 2006, we began reporting the excess tax benefit from share-based payment arrangements as a cash flow
from financing activities rather than a cash flow from operating activities. The excess tax benefit from share-based payment
arrangements was $22.8 million in fiscal 2007.
On April 22, 2004, our Board of Directors authorized the repurchase of up to 2,500,000 shares of our common stock in
the open market or in privately negotiated transactions. As of March 31, 2007, we had repurchased 1,004,834 common
shares under this authorization for a total of $26.6 million. On October 25, 2006, our Board of Directors authorized the
repurchase of up to an additional 10,000,000 shares of our common stock in the open market or in privately negotiated
transactions. As of March 31, 2007, no shares had been purchased under this authorization. As of March 31, 2007, all of the
purchased shares under our authorized repurchase programs had been reissued to fund stock option exercises and purchases
under our employee stock purchase plan. The timing and amount of any future repurchases will depend upon market
conditions and corporate considerations.
On October 28, 2002, we announced that our Board of Directors had approved and instituted a quarterly cash dividend
on our common stock. The initial quarterly dividend of $0.02 per share was paid on December 6, 2003 in the amount of
$4.0 million. We have continued to pay quarterly dividends and have increased the amount of such dividends on a regular
basis. During fiscal 2005, we paid dividends in the amount of $0.208 per share for a total dividend payment of $43.0 million.
During fiscal 2006, we paid dividends in the amount of $0.57 per share for a total dividend payment of $120.1 million.
32
During fiscal 2007, we paid dividends in the amount of $0.965 per share for a total dividend payment of $207.9 million. On
April 26, 2007, we declared a quarterly cash dividend of $0.28 per share, which will be paid on May 24, 2007, to
stockholders of record on May 10, 2007 and the total amount of such dividend is expected to be $60.9 million. Our Board is
free to change its dividend practices at any time and to decrease or increase the dividend paid, or not to pay a dividend, on
our common stock on the basis of our results of operations, financial condition, cash requirements and future prospects, and
other factors deemed relevant by our Board. Our current intent is to provide for ongoing quarterly cash dividends depending
upon market conditions and our results of operations.
We enter into hedging transactions from time to time in an attempt to reduce our exposure to currency rate fluctuations.
Although none of the countries in which we conduct significant foreign operations have had a highly inflationary economy in
the last five years, there is no assurance that inflation rates or fluctuations in foreign currency rates in countries where we
conduct operations will not adversely affect our operating results in the future. We had no hedging transactions outstanding
at March 31, 2007.
We believe that our existing sources of liquidity combined with cash generated from operations will be sufficient to meet
our currently anticipated cash requirements for at least the next 12 months. However, the semiconductor industry is capital
intensive. In order to remain competitive, we must constantly evaluate the need to make significant investments in capital
equipment for both production and research and development. We may seek additional equity or debt financing from time to
time to maintain or expand our wafer fabrication and product assembly and test facilities, or for other purposes. The timing
and amount of any such financing requirements will depend on a number of factors, including demand for our products,
changes in industry conditions, product mix, and competitive factors. There can be no assurance that such financing will be
available on acceptable terms, and any additional equity financing would result in incremental ownership dilution to our
existing stockholders.
Contractual Obligations
The following table summarizes our significant contractual obligations at March 31, 2007, and the effect such
obligations are expected to have on our liquidity and cash flows in future periods. This table excludes amounts already
recorded on our balance sheet as current liabilities at March 31, 2007 (dollars in thousands):
Operating lease obligations
Capital purchase obligations (1)
Other purchase obligations and
commitments (2)
Long-term debt obligations
Payments Due by Period
Total
$ 11,577
20,736
Less than
1 year
$
3,956
20,736
1 – 3 years
5,127
$
---
3 – 5 years
2,494
$
---
1,754
---
1,140
---
614
---
---
---
Total contractual obligations (3)
$ 34,067
$ 25,832
$
5,741
$
2,494
$
More than
5 years
$
---
---
---
---
---
(1) Capital purchase obligations represent commitments for construction or purchases of property, plant and
equipment. They are not recorded as liabilities on our balance sheet as of March 31, 2007, as we have not yet
received the related goods or taken title to the property.
(2) Other purchase obligations and commitments include payments due under various types of licenses.
(3) Total contractual obligations do not include contractual obligations recorded on the balance sheet as current
liabilities, or certain purchase obligations as discussed below.
Purchase orders or contracts for the purchase of raw materials and other goods and services are not included in the table
above. We are not able to determine the aggregate amount of such purchase orders that represent contractual obligations, as
purchase orders may represent authorizations to purchase rather than binding agreements. For the purpose of this table,
contractual obligations for purchase of goods or services are defined as agreements that are enforceable and legally binding
on Microchip and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum
or variable price provisions; and the approximate timing of the transaction. Our purchase orders are based on our current
manufacturing needs and are fulfilled by our vendors with short time horizons. We do not have significant agreements for
the purchase of raw materials or other goods specifying minimum quantities or set prices that exceed our expected
requirements for three months. We also enter into contracts for outsourced services; however, the obligations under these
contracts were not significant and the contracts generally contain clauses allowing for cancellation without significant
penalty.
33
The expected timing of payment of the obligations discussed above is estimated based on current information. Timing of
payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to
agreed-upon amounts for some obligations.
Off-Balance Sheet Arrangements
As of March 31, 2007, we are not involved in any off-balance sheet arrangements, as defined in Item 3(a)(4)(ii) of SEC
Regulation S-K.
Recently Issued Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. (FIN) 48,
Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. The
interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after
December 15, 2006. We are reviewing our tax positions taken to determine the effect, if any, that the adoption of this
Interpretation will have on our results of operations or financial condition.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement (SFAS No. 157). SFAS No. 157 defines
fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements, but does not require any new fair value measurement. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We are in the process of
determining the effect, if any, that the adoption of SFAS No. 157 will have on our consolidated financial statements. Because
Statement No. 157 does not require any new fair value measurements or re-measurements of previously computed fair
values, we do not believe the adoption of this Statement will have a material effect on our results of operations or financial
condition.
On February 15, 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities (SFAS No. 159). Under this Standard, we may elect to report financial instruments and certain other items at fair
value on a contract-by-contract basis with changes in value reported in earnings. This election is irrevocable. SFAS No. 159
provides an opportunity to mitigate volatility in reported earnings that is caused by measuring hedged assets and liabilities
that were previously required to use a different accounting method than the related hedging contracts when the complex
provisions of SFAS No. 133 hedge accounting are not met. SFAS No. 159 is effective for years beginning after November
15, 2007. Early adoption within 120 days of the beginning of our 2008 fiscal year is permissible, provided we have not yet
issued interim financial statement for 2008 and have adopted SFAS No. 157. We are currently evaluating the potential impact
of adopting this Standard.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our investment portfolio, consisting of fixed income securities and money market funds that we hold on an available-for-
sale basis, was $1,278.4 million as of March 31, 2007, and $1,285.1 million as of March 31, 2006. These securities, like all
fixed income instruments, are subject to interest rate risk and will decline in value if market interest rates increase. We have
the ability to hold our fixed income investments until maturity and, therefore, we would not expect to recognize any material
adverse impact in income or cash flows if market interest rates increase. The following table provides information about our
available-for-sale securities that are sensitive to changes in interest rates. We have aggregated our available-for-sale
securities for presentation purposes since they are all very similar in nature (dollars in thousands):
Available-for-sale securities
Weighted-average yield rate
Financial instruments mature during the fiscal year ended March 31,
2008
$ 291,592
4.19%
2009
$ 244,198
4.11%
2010
$ 319,997
4.66%
2011
$ 45,674
5.69%
$
2012
---
---
Thereafter
$ 209,449
5.21%
We have international operations and are thus subject to foreign currency rate fluctuations. To date, our exposure related
to exchange rate volatility has not been significant. Approximately 99% of our sales are denominated in U.S. dollars. We
maintain hedges related to our foreign currency exposure of our net investment in a foreign operation as needed. There were
no hedges outstanding as of March 31, 2007 or March 31, 2005. The amount of the hedges outstanding as of March 31, 2006
was immaterial. If foreign currency rates fluctuate by 15% from the rates at March 31, 2007 and 2006, the effect on our
financial position and results of operation would be immaterial.
34
During the normal course of business we are routinely subjected to a variety of market risks, examples of which include,
but are not limited to, interest rate movements and foreign currency fluctuations, as we discuss in this Item 7A, and
collectability of accounts receivable. We continuously assess these risks and have established policies and procedures to
protect against the adverse effects of these and other potential exposures. Although we do not anticipate any material losses
in these risk areas, no assurance can be made that material losses will not be incurred in these areas in the future.
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements listed in the index appearing under Item 15(a)(1) hereof are filed as part of this
Form 10-K. See also Index to Financial Statements, below.
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this Annual Report on Form 10-K, as required by paragraph (b) of Rule 13a-15 or
Rule 15d-15 under the Securities Exchange Act of 1934, as amended, we evaluated under the supervision of our Chief
Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in
Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based on this evaluation, our Chief
Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to
ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of
1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange
Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive
Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our
disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and
communicated to our management. Our disclosure controls and procedures include components of our internal control over
financial reporting. Management’s assessment of the effectiveness of our internal control over financial reporting is
expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can
provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.
Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to
provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of
management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial
statements.
Management assessed our internal control over financial reporting as of March 31, 2007, the end of our fiscal year.
Management based its assessment on criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of
such elements as the design and operating effectiveness of key financial reporting controls, process documentation,
accounting policies, and our overall control environment. This assessment is supported by testing and monitoring performed
by our finance organization.
Based on our assessment, management has concluded that our internal control over financial reporting was effective as
of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external reporting purposes in accordance with generally accepted accounting principles. We
reviewed the results of management’s assessment with the Audit Committee of our Board of Directors.
35
Our independent registered public accounting firm, Ernst & Young LLP, who also audited our consolidated financial
statements, audited management’s assessment and independently assessed the effectiveness of our internal control over
financial reporting. Ernst & Young LLP has issued their attestation report, which is included in Part II, Item 9A of this Form
10-K.
Changes in Internal Control over Financial Reporting.
During the three months ended March 31, 2007, there was no change in our internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
[Remainder of page intentionally left blank.]
36
n Ernst & Young LLP
Ernst & Young Tower
One Renaissance Square
2 North Central Avenue
Suite 2300
Phoenix, Arizona 85004
n Phone: 602 322 3000
www.ey.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Microchip Technology Incorporated and subsidiaries
We have audited management’s assessment, included in the accompanying Management Report on Internal Control
Over Financial Reporting, that Microchip Technology Incorporated and subsidiaries maintained effective internal control
over financial reporting as of March 31, 2007, based on criteria established in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Microchip Technology
Incorporated’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on
management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, management’s assessment that Microchip Technology Incorporated maintained effective internal control
over financial reporting as of March 31, 2007, is fairly stated, in all material respects, based on the COSO criteria. Also, in
our opinion, Microchip Technology Incorporated maintained, in all material respects, effective internal control over financial
reporting as of March 31, 2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the March 31, 2007 consolidated financial statements of Microchip Technology Incorporated and our report dated
May 17, 2007 expressed an unqualified opinion thereon.
May 17, 2007
A member firm of Ernst & Young Global Limited
ey
Item 9B. OTHER INFORMATION
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information on the members of our Board of Directors is incorporated herein by reference to our proxy statement for our
2007 annual meeting of stockholders under the captions “The Board of Directors,” and “Proposal One – Election of
Directors.”
Information on the composition of our audit committee and the members of our audit committee, including information
on our audit committee financial experts, is incorporated by reference to our proxy statement for our 2007 annual meeting of
stockholders under the caption “The Board of Directors – Committees of the Board of Directors – Audit Committee.”
Information on our executive officers is provided in Item 1, Part I of this Form 10-K under the caption “Executive
Officers” at page 10, above.
Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, is
incorporated herein by reference to our proxy statement for our 2007 annual meeting of stockholders under the caption
“Section 16(a) Beneficial Ownership Reporting Compliance.”
Information with respect to our code of ethics that applies to our directors, executive officers (including our principal
executive officer and our principal financial and accounting officer) and employees is incorporated by reference to our proxy
statement for our 2007 annual meeting of stockholders under the caption “Code of Ethics.” A copy of the Code of Ethics is
available on our website at the Investor Relations section under Mission Statement/Corporate Governance on
www.microchip.com.
Information regarding material changes, if any, to procedures by which security holders may recommend nominees to
our Board of Directors is incorporated by reference to our proxy statement for the 2007 annual meeting of stockholders under
the caption “Requirements, Including Deadlines, for Receipt of Stockholder Proposals for the 2008 Annual Meeting of
Stockholders; Discretionary Authority to Vote on Stockholder Proposals.”
Item 11.
EXECUTIVE COMPENSATION
Information with respect to executive compensation is incorporated herein by reference to the information under the
caption “Executive Compensation” in our proxy statement for our 2007 annual meeting of stockholders.
Information with respect to director compensation is incorporated herein by reference to the information under the
caption “The Board of Directors – Director Compensation” in our proxy statement for our 2007 annual meeting of
stockholders.
Information with respect to compensation committee interlocks and insider participation in compensation decisions is
incorporated herein by reference to the information under the caption “The Board of Directors – Compensation Committee
Interlocks and Insider Participation” in our proxy statement for our 2007 annual meeting of stockholders.
Our Board compensation committee report on executive compensation is incorporated herein by reference to the
information under the caption “Executive Compensation – Compensation Committee Report on Executive Compensation” in
our proxy statement for our 2007 annual meeting of stockholders.
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information with respect to securities authorized for issuance under our equity compensation plans is incorporated herein
by reference to the information under the caption “Executive Compensation – Equity Compensation Plan Information” in our
proxy statement for our 2007 annual meeting of stockholders.
Information with respect to security ownership of certain beneficial owners, members of our Board of Directors and
management is incorporated herein by reference to the information under the caption “Security Ownership of Principal
Stockholders, Directors and Executive Officers” in our proxy statement for our 2007 annual meeting of stockholders.
38
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item pursuant to Item 404 of Regulation S-K is incorporated by reference to the
information under the caption “Certain Transactions” contained in our proxy statement for our 2007 annual meeting of
stockholders.
The information required by this Item pursuant to Item 407(a) of Regulation S-K regarding the independence of our
directors is incorporated by reference to the information under the caption “Meetings of the Board of Directors” contained in
our proxy statement for our 2007 annual meeting of stockholders.
Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item related to principal accountant fees and services as well as related pre-approval
policies is incorporated by reference to the information under the caption “Independent Registered Public Accounting Firm”
contained in our proxy statement for our 2007 annual meeting of stockholders.
[Remainder of page intentionally left blank.]
39
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Form 10-K:
PART IV
(1)
Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of March 31, 2007 and 2006
Consolidated Statements of Income for each of the three years in the
period ended March 31, 2007
Consolidated Statements of Cash Flows for each of the three years in the
period ended March 31, 2007
Consolidated Statements of Stockholders’ Equity for each of the three years in the
period ended March 31, 2007
Notes to Consolidated Financial Statements
(2)
(3)
Financial Statement Schedules – Applicable schedules have been omitted because
information is included in the footnotes to the Financial Statements.
The Exhibits filed with this Form 10-K or incorporated herein by reference are set
forth in the Exhibit Index beginning on page 42 hereof, which Exhibit Index is
incorporated herein by this reference.
Page No.
F-1
F-2
F-3
F-4
F-5
F-6
42
(b)
See Item 15(a)(3) above.
(c)
See “Index to Financial Statements” included under Item 8 to this Form 10-K.
40
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MICROCHIP TECHNOLOGY INCORPORATED
(Registrant)
Date: May 25, 2007
By: /s/ Steve Sanghi
Steve Sanghi
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name and Signature
Title
Date
/s/ Steve Sanghi
Steve Sanghi
/s/ Albert J. Hugo-Martinez
Albert J. Hugo-Martinez
/s/ L.B. Day
L.B. Day
/s/ Matthew W. Chapman
Matthew W. Chapman
/s/ Wade F. Meyercord
Wade F. Meyercord
/s/ Gordon W. Parnell
Gordon W. Parnell
Director, President and
Chief Executive Officers
May 25, 2007
Director
Director
Director
Director
Vice President and Chief Financial
Officer (Principal Financial
and Accounting Officer)
May 25, 2007
May 25, 2007
May 25, 2007
May 25, 2007
May 25, 2007
41
Exhibit
Number
Exhibit Description
Form
File Number
Exhibit
Filing
Date
Filed
Herewith
Incorporated by Reference
EXHIBITS
2.1
3.1
3.2
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
Purchase and Sale Agreement, dated as of July 18,
2002 between Registrant and Fujitsu
Microelectronics, Inc.
Restated Certificate of Incorporation of Registrant
Amended and Restated By-Laws of Registrant, as
amended through January 29, 2007
First Amendment to Rights Agreement dated
January 9, 2007
Amended and Restated Preferred Shares Rights
Agreement, dated as of October 11, 1999, between
Registrant and Norwest Bank Minnesota, N.A.,
including the Amended Certificate of Designations,
the form of Rights Certificate and the Summary of
Rights, attached as exhibits thereto
Form of Indemnification Agreement between
Registrant and its directors and certain of its officers
2004 Equity Incentive Plan as amended and restated
by the Board on May 1, 2006
*Form of Notice of Grant for 2004 Equity Incentive
Plan (including Exhibit A Stock Option Agreement)
*Form of Notice of Grant (foreign) for 2004 Equity
Incentive Plan (including Exhibit A Stock Option
Agreement (foreign)
*Form of Notice of Grant of Restricted Stock Units
for 2004 Equity Incentive Plan (including Exhibit A
Restricted Stock Units Agreement)
*1993 Stock Option Plan, as Amended through
August 16, 2002
*Form of Notice of Grant For 1993 Stock Option
Plan, with Exhibit A thereto, Form of Stock Option
Agreement; and Exhibit B thereto, Form of Stock
Purchase Agreement
*Microchip Technology Incorporated 2001
Employee Stock Purchase Plan as amended through
August 15, 2003 (including Enrollment Form, Stock
Purchase Agreement, and Change Form)
8-K
000-21184
2.1
7/18/02
10-Q
10-Q
000-21184
000-21184
3.1
3.1
11/12/02
2/6/07
10-Q
000-21184
4.1
2/6/07
8-K
000-21184
4.1
10/12/99
S-1
33-57960
10.1
2/5/93
10-Q
000-21184
10.3
2/6/07
S-8
333-119939
4.5
10/25/04
10-K
000-21184
10.4
5/23/05
10-K
000-21184
10.6
5/31/06
10-Q
000-21184
10.1
11/12/02
S-8
333-872
10.6
1/23/96
S-8
333-140773
4.4
2/16/07
10.9
*1997 Nonstatutory Stock Option Plan, as Amended
Through March 3, 2003
10-K
000-21184
10.13
6/5/03
42
EXHIBITS
Exhibit
Number
10.10
Exhibit Description
Form
File Number
Exhibit
Filing
Date
Filed
Herewith
Incorporated by Reference
*Form of Notice of Grant For 1997 Nonstatutory
Stock Option Plan, with Exhibit A thereto, Form of
Stock Option Agreement
10-K
000-21184
10.17
5/27/98
10.11 Microchip Technology Incorporated International
S-8
333-140773
4.1
2/16/07
Employee Stock Purchase Plan, as amended through
May 1, 2006
10.12 Microchip Technology Incorporated International
S-8
333-140773
4.2
2/16/07
Stock Purchase Agreement (including attached Form
of Enrollment Form)
Form of Change Form for Microchip Technology
Incorporated International Employee Stock Purchase
Plan
*Executive Management Incentive Compensation
Plan
*Discretionary Executive Management Incentive
compensation Plan
10.13
10.14
10.15
S-8
333-140773
4.3
2/16/07
10-Q
000-21184
10.4
2/6/07
10-Q
000-21184
10.5
2/6/07
10.16
*Management Incentive Compensation Plan
10-Q
000-21184
10.17
10.18
10.19
10.20
10.21
10.22
10.23
TelCom Semiconductor, Inc. 1994 Stock Option
Plan and forms of agreements thereunder
TelCom Semiconductor, Inc. 2000 Nonstatutory
Stock Option Plan and forms of agreements used
thereunder
PowerSmart, Inc. 1998 Stock Incentive Plan,
Including Forms of Incentive Stock Option
Agreement and Nonqualified Stock Option
Agreement
*February 3, 2003 Amendment to the Adoption
Agreement to the Microchip Technology
Incorporated Supplemental Retirement Plan
*Amendment dated August 29, 2001 to the
Microchip Technology Incorporated Supplemental
Retirement Plan
*Amendment Dated December 9, 1999 to the
Adoption Agreement to the Microchip Technology
Incorporated Supplemental Retirement Plan
*Adoption Agreement to the Microchip Technology
Incorporated Supplemental Retirement Plan dated
January 1, 1997
S-8
333-53876
10.6
4.1
2/6/07
1/18/01
S-8
333-53876
4.4
1/18/01
S-8
333-96791
4.1
7/19/02
10-K
000-21184
10.28
6/5/03
S-8
333-101696
4.1.2
12/6/02
S-8
333-101696
4.1.4
12/6/02
S-8
333-101696
4.1.3
12/6/02
10.24
*Microchip Technology Incorporated Supplemental
Retirement Plan
S-8
333-101696
4.1.1
12/6/02
43
Exhibit
Number
Exhibit Description
Form
File Number
Exhibit
EXHIBITS
Incorporated by Reference
10-Q
10-Q
10-Q
10-Q
000-21184
000-21184
000-21184
000-21184
10.1
10.1
10.2
10.1
Filed
Herewith
Filing
Date
2/9/06
2/6/07
2/6/07
2/13/98
10-K
000-21184
10.14
5/15/01
10-Q
000-21184
10.2
2/13/98
8-K
000-21184
2.2
8/23/02
10-K
000-21184
24.1
6/7/00
X
X
X
X
X
10.25
*Amendments to Supplemental Retirement Plan
10.26
*Change of Control Severance Agreement
10.27
*Change of Control Severance Agreement
10.28
10.29
10.30
10.31
21.1
23.1
24.1
31.1
31.2
32
Development Agreement dated as of August 29,
1997 by and between Registrant and the City of
Chandler, Arizona
Addendum to Development Agreement by and
between Registrant and the City of Tempe, Arizona,
dated May 11, 2000
Development Agreement dated as of July 17, 1997
by and between Registrant and the City of Tempe,
Arizona
Strategic Investment Program Contract dated as of
August 15, 2002 by and between Registrant,
Multnomah County, Oregon and City of Gresham,
Oregon
Subsidiaries of Registrant
Consent of Independent Registered Public
Accounting Firm
Power of Attorney re: Microchip Technology
Incorporated, the Registrant
Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended (the Exchange Act)
Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended (the Exchange Act)
Certifications Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
*Compensation plans or arrangements in which
directors or executive officers are eligible to
participate
44
Annual Report on Form 10-K
Item 8, Item 15(a)(1) and (2), (b) and (c)
_________________________________
INDEX TO FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
EXHIBITS
_________________________________
YEAR ENDED MARCH 31, 2007
MICROCHIP TECHNOLOGY INCORPORATED
AND SUBSIDIARIES
CHANDLER, ARIZONA
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of March 31, 2007 and 2006
Consolidated Statements of Income for each of the three years in the period
ended March 31, 2007
Consolidated Statements of Cash Flows for each of the three years in the
period ended March 31, 2007
Consolidated Statements of Stockholders’ Equity for each of the three years in
the period ended March 31, 2007
Notes to Consolidated Financial Statements
Page Number
F-1
F-2
F-3
F-4
F-5
F-6
i
n Ernst & Young LLP
Ernst & Young Tower
One Renaissance Square
2 North Central Avenue
Suite 2300
Phoenix, Arizona 85004
n Phone: 602 322 3000
www.ey.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Microchip Technology Incorporated and subsidiaries
We have audited the accompanying consolidated balance sheets of Microchip Technology Incorporated and subsidiaries
as of March 31, 2007 and 2006, and the related consolidated statements of income, stockholders’ equity, and cash flows for
each of the three years in the period ended March 31, 2007. These financial statements are the responsibility of the
company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Microchip Technology Incorporated and subsidiaries at March 31, 2007 and 2006, and the
consolidated results of their operations and their cash flows for each of the three years in the period ended March 31, 2007, in
conformity with U.S. generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, Microchip Technology Incorporated changed its method
of accounting for Share-Based Payments in accordance with Statement of Financial Accounting Standards No. 123 (revised
2004) on April 1, 2006.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the effectiveness of Microchip Technology Incorporated’s internal control over financial reporting as of March 31,
2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated May 17, 2007 expressed an unqualified opinion thereon.
May 17, 2007
ey
A member firm of Ernst & Young Global Limited
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
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ASSETS
$
March 31,
7002
6002
$
774,761
000,385
955,421
420,121
745,51
389,16
741,11
737,480,1
227,506
019,725
688,13
654,8
038,01
372,565
194,991
163,931
420,511
963,11
445,87
767,9
928,811,1
279,956
063,025
688,13
984,9
060,01
stessa latoT
$
145,962,2
$
695,053,2
LIABILITIES AND STOCKHOLDERS' EQUITY
elbayap stnuoccA
seitilibail deurccA
Deferred income on shipments to
tbed mret-trohS
seitilibail tnerruc latoT
srotubirtsid
seitilibail mret-gnol rehtO
ytilibail xat derrefeD
:ytiuqe 'sredlohkcotS
;serahs 000,000,054 deziroht
;serahs 000,000,5 dezirohtua
Preferred stock, $0.001 par value;
.gnidnatstuo ro deussi serahs on
Common stock, $0.001 par value; au
;7002 ,13 hcraM ta serahs 069,934,712 gnidnatstuo dna deussi
issued and outstanding 213,614,343 shares at March 31, 2006.
latipac ni-diap lanoitiddA
sgninrae deniateR
noitasnepmoc desab-erahs derrefeD
ssol evisneherpmoc rehto detalumuccA
Net stockholders'
ytiuqe
$
$
576,43
288,921
363,19
---
029,552
629
723,8
748,05
786,981
184,99
459,862
969,806
108
736,41
---
---
217
438,557
684,552,1
---
)961,7(
863,400,2
214
832,936
553,601,1
)507,5(
)319,31(
981,627,1
Total liabilities and st
ytiuqe 'sredlohkco
$
145,962,2
$
695,053,2
See accompanying notes to consolidated financial statements
F-2
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
selas teN
)1( selas fo tsoC
tiforp ssorG
:sesnepxe gnitarepO
)1( tnempoleved dna hcraeseR
Selling, general and administrative (1)
segrahc laicepS
emocni gnitarepO
:)esnepxe( emocni rehtO
emocni tseretnI
esnepxe tseretnI
ten ,rehtO
sexat emocni erofeb emocnI
noisivorp xat emocnI
emocni teN
Basic net income per common share
erahs nommoc rep emocni ten detuliD
erahs nommoc rep deralced sdnediviD
gnidnatstuo serahs nommoc cisaB
gnidnatstuo serahs nommoc detuliD
:wollof sa segrahc noitasnepmoc desab-erahs sedulcnI )1(
selas fo tsoC
Research and development
Selling, general and administrative
,13 hcraM dedne raeY
7002
6002
5002
$
$
1,039,671
519,414
657,426
$
927,893
610,773
778,055
846,936
169,263
579,384
896,311
163,247
---
549,672
629,49
129,587
---
315,422
040,39
111,188
001,12
823,522
118,743
463,623
746,852
383,85
)614,5(
213
090,104
160,44
920,753
1.66
26.1
569.0
894,512
848,022
$
$
$
$
357,23
)769,1(
530,2
581,953
618,611
963,242
1.15
31.1
075.0
401,012
420,512
$
$
$
$
408,71
)049(
757,1
862,772
384,36
587,312
1.03
10.1
802.0
047,602
269,112
$
552,3
9,623
14,501
$
---
214
364
---
---
---
$
$
$
$
$
See accompanying notes to consolidated financial statements
F-3
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
:seitivitca gnitarepo morf swolf hsaC
emocni teN
Adjustments to reconcile net income to net cash provided by operating
:seitivitca
noitazitroma dna noitaicerpeD
sexat emocni derrefeD
noitasnepmoc desab-erahS
Excess tax benefit from share-based payment arrangements
Tax benefit from equity incentive
stessa fo elas no niaG
:seitilibail dna stessa gnitarepo ni segnahC
snalp
elbaviecer stnuocca ni )esaercni( esaerceD
seirotnevni ni esaercnI
(Decrease) increase in deferred income on shipments to distributors
(Decrease) increase in accounts payable and accrued liabilities
Change in other assets and liabilities
seitivit
Net cash provided by operating ac
:seitivitca gnitsevni morf swolf hsaC
stnemtsevni fo sesahcruP
Sales and maturities of invest
stessa rehto ni tnemtsevnI
stessa fo elas morf sdeecorP
serutidnepxe latipaC
stnem
Net cash used in investing activitie
s
:seitivitca gnicnanif morf swolf hsaC
dnedivid hsac fo tnemyaP
kcots nommoc fo elas morf sdeecorP
Excess tax benefit from share-based payment arrangements
kcots nommoc fo esahcrupeR
sgniworrob mret-trohs morf sdeecorP
sgniworrob mret-trohs no stnemyaP
Net cash (used in) provided by financing ac
Net (decrease) increase in cash and cash
Cash and cash equivalents at beginning
Cash and cash equivalents at end
seitivit
stnelaviuqe
raey fo
raey fo
2007
,13 hcraM dedne raeY
2006
2005
$
920,753
$
963,242
$
587,312
171,611
320,9
973,72
(22,788)
268,22
)463(
208,41
)366,2(
(8,118)
(75,978)
(7,586)
967,924
,1(
327,042)
559,349
)448(
647,1
)930,06(
)422,244(
)898,702(
327,86
22,788
---
---
)459,862(
)143,583(
)697,793(
372,565
774,761
$
286,011
615,71
875
---
773,92
)899(
)372,62(
)692,11(
7,751
72,053
(4,436)
323,734
(856,748)
496,797
)595,2(
143,1
)492,67(
)206,631(
)901,021(
157,59
---
)023,3(
459,862
)454,54(
228,591
345,694
037,86
372,565
664,021
968,61
---
---
692,51
)422,1(
)891,5(
)412,9(
6,914
1,178
(6,162)
017,253
(1,061,237)
060,257
---
956,1
)112,36(
)927,073(
)799,24(
432,74
---
)672,86(
454,54
---
)585,81(
)406,63(
433,501
037,86
$
$
See accompanying notes to consolidated financial statements
F-4
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
Common Stock and
Additional Paid-in
Capital
Common Stock held
Accum Other
Deferred
Net
in Treasury
Comprehensive
Share-based
Retained
Stockholders'
serahS
tnuomA
serahS
tnuomA
)ssoL( emocnI
noitasnepmoC
sgninraE
ytiuqE
4002 ,13 hcraM ta ecnalaB
,802
556
$ 558,561
1,967
$ (52,084)
$
733
---
$ 813,307
$ 1,320,517
Components of other comprehensive income:
emocni teN
Net unrealized losses on available-for-sale
investments, net of $2,068 of tax
emocni evisneherpmoc latoT
Issuances from equity incentive plans
nalp esahcrup kcots eeyolpmE
kcots yrusaert fo esahcruP
---
---
---
2,882
254
---
---
---
---
36,831
304,01
---
---
---
---
---
---
---
---
---
---
---
2,185
(57,666)
Treasury stock used for new issuances
(3,334)
(88,233)
(3,334)
88,233
Tax benefit from equity incentive plans
Unearned share-based compensation
noitazitroma
dnedivid hsaC
---
---
---
15,296
61
---
---
---
---
---
---
---
---
---
587,312
587,312
(10,451)
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
(10,451)
433,302
36,831
304,01
(57,666)
---
15,296
61
)799,24(
)799,24(
Balance at March 31, 2005
208,556
532,874
818
(21,517)
(9,718)
---
984,095
1,485,734
Components of other comprehensive income:
emocni teN
Net unrealized losses on available-for-sale
xat fo 288$ fo ten ,stnemtsevni
emocni evisneherpmoc latoT
Issuances from equity incentive plans
nalp esahcrup kcots eeyolpmE
Purchase of treasury stock
---
---
---
5,561
534
---
---
---
---
85,735
610,01
---
Treasury stock used for new issuances
(938)
(24,837)
Tax benefit from equity incentive plans
Unearned share-based compensation
noitazitroma
Issuance of share-based compensation, net
dnedivid hsaC
---
---
---
---
29,377
4
6,283
---
Balance at March 31, 2006
213,614
639,452
Components of other comprehensive income:
emocni teN
Net unrealized gains on available-for-sale
investments, net of $1,228 of tax
emocni evisneherpmoc latoT
Issuances from equity incentive plans
nalp esahcrup kcots eeyolpmE
Tax benefit from equity incentive plans
Reclassification - adoption of SFAS No. 123R
Unearned share-based compensation
amortization
Issuance of share-based compensation
dnedivid hsaC
7002 ,13 hcraM ta ecnalaB
---
---
---
3,435
193
---
---
---
---
---
---
---
---
57,322
104,11
22,862
(5,705)
2
30,717
---
---
---
---
---
---
---
---
---
---
---
120
(938)
(3,320)
24,837
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
963,242
963,242
)591,4(
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
(5,705)
---
---
---
---
---
---
---
---
---
)591,4(
471,832
85,735
610,01
(3,320)
---
29,377
4
578
---
)901,021(
)901,021(
(13,913)
(5,705)
1,106,355
1,726,189
---
---
920,753
920,753
6,744
---
---
---
---
---
---
---
---
---
---
---
---
---
5,705
---
---
---
---
---
---
---
---
---
---
---
6,744
377,363
57,322
104,11
22,862
---
2
30,717
)898,702(
)898,702(
---
$ 1,255,486 $
2,004,368
440
,712
See accompanying notes to consolidated financial statements
$ 756,051
---
---
$
(7,169)
F-5
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Microchip develops and manufactures specialized semiconductor products used by its customers for a wide
variety of embedded control applications. Microchip’s product portfolio comprises 8- and 16-bit PIC®
microcontrollers and 16-bit dsPIC® digital signal controllers, which feature on-board Flash (reprogrammable)
memory technology. In addition, Microchip offers a broad spectrum of high-performance linear, mixed-signal,
power management, thermal management, battery management and interface devices. Microchip also makes serial
EEPROMs.
Principles of Consolidation
The consolidated financial statements include the accounts of Microchip Technology Incorporated and its
wholly-owned subsidiaries (“Microchip” or the “Company”). The Company does not have any subsidiaries in
which it does not own 100% of the outstanding stock. All of the Company’s subsidiaries are included in the
consolidated financial statements. All significant intercompany accounts and transactions have been eliminated in
consolidation.
Revenue Recognition
The Company recognizes revenue when the earnings process is complete, as evidenced by an agreement with
the customer, transfer of title as well as fixed pricing and probable collectability. The Company recognizes revenue
from product sales to OEMs upon shipment and records reserves for estimated customer returns. Distributors
worldwide generally have broad price protection and product return rights, so the Company defers revenue
recognition until the distributor sells the product to their customer. The Company reduces product pricing through
price protection based on market conditions, competitive considerations and other factors. Price protection is
granted to distributors on the inventory that they have on hand at the date the price protection is offered. When the
Company reduces the price of its products, it allows the distributor to claim a credit against its outstanding accounts
receivable balances based on the new price of the inventory it has on hand as of the date of the price reduction.
There is no revenue impact from the price protection. The Company also grants certain credits to its distributors on
specially identified pieces of the distributors’ business to allow them to earn a competitive gross margin on the sale
of the Company’s products to their end customers. The credits are on a per unit basis and are not given to the
distributor until they provide information regarding the sale to their end customer. The effect of granting these
credits establishes the net selling price from the Company to its distributors for the product and results in the net
revenue recognized by the Company when the product is sold by the distributors to their end customers. Upon
shipment, amounts billed to distributors are included as accounts receivable, inventory is relieved, the sale and the
gross margin are deferred and reflected as a current liability until the product is sold by the distributor to its
customers. Shipping charges billed to customers are included in net sales, and the related shipping costs are
included in cost of sales.
Product Warranty
The Company generally sells products with a limited warranty related to product quality and a limited
indemnification of customers against intellectual property infringement claims related to the Company’s products.
Due to comprehensive product testing, the short time between product shipment and the detection and correction of
product failures, and a low historical rate of payments on indemnification claims, the accrual based on historical
activity and the related expense were immaterial significant as of and for the fiscal years presented.
Advertising Costs
The Company expenses all advertising costs as incurred. Advertising costs were immaterial for the years ended
March 31, 2007, 2006 and 2005.
F-6
Research and Development
Research and development costs are expensed as incurred. Research and development expenses include
expenditures for labor, 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 and Forward Contracts
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 and expense. 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. Gains and losses
associated with currency rate changes on forward contracts are recorded currently in income. These gains and losses
are immaterial to the Company’s financial statements.
Income Taxes
As part of the process of preparing its consolidated financial statements, the Company is required to estimate its
income taxes in each of the jurisdictions in which it operates. This process involves estimating the Company’s
actual current tax exposure together with assessing temporary differences resulting from differing treatment of items
for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included
within the Company’s consolidated balance sheet. The Company must then assess the likelihood that its deferred
tax assets will be recovered from future taxable income and to the extent it believes that recovery is not likely, it
must establish a valuation allowance. The Company has not provided for a valuation allowance because
management currently believes that it is “more likely than not” that its deferred tax assets will be recovered from
future taxable income.
Cash and Cash Equivalents
All highly liquid investments, including marketable securities purchased with a remaining maturity of three
months or less when acquired are considered to be cash equivalents.
Short-term and Long-term Investments
The Company’s investments are classified as available-for-sale. These investments consist of government
agency bonds, municipal bonds, state student loan bonds and floating rate securities. The Company defines short-
term investments as income yielding securities which can be readily converted to cash and defines long-term
investments as income yielding securities with maturities of over one year that have unrealized losses attributable to
them. The Company has the ability to hold its long-term investments until such time as these assets are no longer
impaired. Such recovery is not expected to occur within the next year. The Company’s investments are carried at
fair value with unrealized gains and losses reported in stockholders’ equity. Premiums and discounts are amortized
or accreted over the life of the related available-for-sale security. Dividend and interest income are recognized when
earned. The cost of securities sold is calculated using the specific identification method.
Allowance for Doubtful Accounts
The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of
its customers to make required payments, which is included in bad debt expense. The Company determines the
adequacy of this allowance by regularly reviewing the composition of its accounts receivable aging and evaluating
individual customer receivables, considering such customer’s financial condition, credit history and current
economic conditions.
Inventories
Inventories are valued at the lower of cost or market using the first-in, first-out method. 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 market 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
F-7
are recoverable. In estimating reserves for obsolescence, the Company primarily evaluates estimates of demand
over a 12-month period and provides reserves for inventory on hand in excess of the estimated 12-month demand.
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 3 to 30 years. 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.
Litigation
The Company’s estimated range of liability related to pending litigation is based on claims for which
management believes a loss is probable and it can estimate the amount or range of loss. Because of the uncertainties
related to both the amount and range of the loss on the pending litigation, the Company is unable to make a
reasonable estimate of the liability that could result from an unfavorable outcome. As additional information
becomes available, the Company will assess the potential liability related to its pending litigation and revise its
estimates, if necessary.
Goodwill
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. The Company is required to perform an annual impairment
review, and more frequently under certain circumstances. The goodwill is subjected to this test during the fourth
quarter of the Company’s fiscal year. The Company engages primarily in the design, development, manufacture and
marketing of semiconductor products and, as a result, the Company concluded there is one reporting unit. The
impairment review process compares the fair value of the reporting unit to its carrying value. If the Company
determines through the impairment process that goodwill has been impaired, the Company will record the
impairment charge in the statement of income. As of March 31, 2007, there was no impairment charge related to
goodwill.
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.
Share-Based Compensation
The Company has equity incentive plans under which non-qualified stock options and restricted stock units
(RSUs) have been granted to employees and under which non-qualified stock options have been granted to non-
employee members of the Board of Directors. In the second half of fiscal 2006, the Company adopted RSUs as its
primary equity incentive compensation instrument for employees. The Company also has an employee stock
purchase plan for all eligible employees. Effective April 1, 2006, the Company adopted FASB Statement of
Financial Accounting Standards (“SFAS”) No. 123R (revised 2004), Share-Based Payment (SFAS No. 123R).
SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, RSUs,
and employee stock purchase rights, to be recognized in the financial statements based on their respective grant date
fair values and does not allow the previously permitted pro forma disclosure-only method as an alternative to
financial statement recognition. SFAS No. 123R supersedes Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB 25) and related interpretations, and amends SFAS No. 95,
Statement of Cash Flows. SFAS No. 123R also requires the benefits of tax deductions in excess of recognized
compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under
F-8
previous literature. This requirement has reduced the Company’s net operating cash flows and increased net
financing cash flows. In March 2005, the SEC issued SAB No. 107, Share-Based Payment (SAB 107), which
provides guidance regarding the interaction of SFAS No. 123R and certain SEC rules and regulations. The
Company has applied the provisions of SAB 107 in its adoption of SFAS No. 123R.
The Company adopted SFAS No. 123R using the modified-prospective method of recognition of compensation
expense related to share-based payments. The Company’s consolidated statement of income for the twelve months
ended March 31, 2007 reflects the impact of adopting SFAS No. 123R. In accordance with the modified-
prospective transition method, the Company’s consolidated statements of income for prior periods have not been
restated to reflect, and do not include, the impact of SFAS No. 123R.
SFAS No. 123R requires companies to estimate the fair value of share-based payment awards on the date of
grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is
recognized as expense ratably over the requisite service periods. The Company has estimated the fair value of each
award as of the date of grant using the Black-Scholes option pricing model, which was developed for use in
estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-
Scholes model considers, among other factors, the expected life of the award and the expected volatility of the
Company’s stock price. Although the Black-Scholes model meets the requirements of SFAS No. 123R and
SAB 107, the fair values generated by the model may not be indicative of the actual fair values of the Company’s
awards as it does not consider other factors important to those share-based payment awards such as, continued
employment, periodic vesting requirements, and limited transferability.
Prior to the adoption of SFAS No. 123R, the Company presented all tax benefits of deductions resulting from
the exercise of stock options as operating cash flows in the condensed consolidated statements of cash flows. SFAS
No. 123R requires the cash flows resulting from the tax benefits arising from tax deductions in excess of the
compensation cost recognized for the equity incentives (excess tax benefits) to be classified as financing cash flows.
The $22.8 million excess tax benefit classified as a financing cash inflow in the Company’s accompanying
consolidated statements of cash flows for the twelve months ending March 31, 2007 would have been classified as
an operating cash inflow if the Company had not adopted SFAS No. 123R.
Prior to the adoption of SFAS No. 123R, the Company accounted for share-based payment awards to employees
in accordance with APB 25 and related interpretations, and had adopted the disclosure-only alternative of
SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS 123”), and SFAS No. 148, Accounting for
Stock-Based Compensation — Transition and Disclosure. In accordance with APB 25, share-based compensation
expense was not recorded in connection with share-based payment awards granted with exercise prices equal to or
greater than the fair market value of the Company’s common stock on the date of grant, unless certain modifications
were subsequently made. The Company recorded deferred compensation in connection with RSUs equal to the fair
market value of the common stock on the date of grant. Recorded deferred compensation was recognized as share-
based compensation expense ratably over the applicable vesting periods. In accordance with the provisions of SFAS
No. 123R, all deferred compensation previously recorded has been eliminated with a corresponding reduction in
additional paid-in capital.
Determining the appropriate fair-value model and calculating the fair value of share-based awards at the date of
grant requires judgment. The fair value of RSUs is based on the fair market value of the Company’s common stock
on the date of grant discounted for expected future dividends. The Company uses the Black-Scholes option pricing
model to estimate the fair value of employee stock options and rights to purchase shares under stock participation
plans, consistent with the provisions of SFAS No. 123R. Option pricing models, including the Black-Scholes
model, also require the use of input assumptions, including expected volatility, expected life, expected dividend rate,
and expected risk-free rate of return. The Company uses a blend of historical and implied volatility based on
options freely traded in the open market as it believes this is more reflective of market conditions and a better
indicator of expected volatility than using purely historical volatility. The expected life of the awards is based on
historical and other economic data trended into the future. The risk-free interest rate assumption is based on
observed interest rates appropriate for the terms of the Company’s awards. The dividend yield assumption is based
on the Company’s history and expectation of future dividend payouts. SFAS No. 123R requires the Company to
develop an estimate of the number of share-based awards which will be forfeited due to employee turnover.
Quarterly changes in the estimated forfeiture rate may have a significant effect on share-based compensation, as the
effect of adjusting the rate for all expense amortization after April 1, 2006 is recognized in the period the forfeiture
estimate is changed. If the actual forfeiture rate is higher than the estimated forfeiture rate, then an adjustment is
made to increase the estimated forfeiture rate, which will result in a decrease to the expense recognized in the
F-9
financial statements. If the actual forfeiture rate is lower than the estimated forfeiture rate, then an adjustment is
made to decrease the estimated forfeiture rate, which will result in an increase to the expense recognized in the
financial statements. If forfeiture adjustments are made, they would affect the Company’s results of operations.
The effect of forfeiture adjustments in the year ended March 31, 2007 was immaterial.
The Company evaluates the assumptions used to value its awards on a quarterly basis. If factors change and the
Company employs different assumptions, share-based compensation expense may differ significantly from what was
recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the
Company may be required to accelerate, increase or cancel any remaining unearned share-based compensation
expense. Future share-based compensation expense and unearned share-based compensation will increase to the
extent that the Company grants additional equity awards to employees or it assumes unvested equity awards in
connection with acquisitions. Had the Company adopted SFAS No. 123R in prior periods, the magnitude of the
impact of that standard on its results of operations would have approximated the impact of SFAS 123 assuming the
application of the Black-Scholes option pricing model as described in the disclosure of pro forma net income and
pro forma net income per share in Note 14 to the Company’s Consolidated Financial Statements.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of
investments in debt securities and trade receivables. The Company generally places its investments with high-credit
quality counterparties. Investments in debt securities with original maturities of greater than six months consist
primarily of AAA rated financial instruments and counterparties. The Company’s investments are primarily in
direct obligations of the United States government or its agencies.
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 had two distributors that
accounted for 10% or more of its net sales in the year ended March 31, 2007. 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 requires collateral, primarily letters of credit, as deemed
necessary. No single end customer accounted for 10% or more of the Company’s net sales or accounts receivable
balances during the years ended March 31, 2007, 2006 and 2005. See Note 16, Geographic Information, for
additional information on the Company’s largest distributors.
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 the consolidated financial
statements in conformity with U.S. Generally Accepted Accounting Principles. Actual results could differ from
those estimates.
Recently Issued Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. (FIN) 48,
Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes
recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for
Income Taxes. The interpretation prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is
effective for fiscal years beginning after December 15, 2006. The Company is reviewing its tax positions taken to
determine the effect, if any, that the adoption of this Interpretation will have on its results of operations or financial
condition. However, the Company does not expect the adoption of this Interpretation to have a material effect on
the Company’s results of operations or financial conditions.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement (SFAS No. 157). SFAS No. 157
defines fair value, establishes a framework for measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair value measurements, but does not require any new fair
value measurement. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim
periods within those fiscal years. The Company is in the process of determining the effect, if any, that the adoption
of SFAS No. 157 will have on its consolidated financial statements. Because Statement No. 157 does not require any
new fair value measurements or re-measurements of previously computed fair values, management does not believe
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the adoption of this Statement will have a material effect on the Company's results of operations or financial
condition.
On February 15, 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS No. 159). Under this Standard, the Company may elect to report financial instruments
and certain other items at fair value on a contract-by-contract basis with changes in value reported in earnings. This
election is irrevocable. SFAS No. 159 provides an opportunity to mitigate volatility in reported earnings that is
caused by measuring hedged assets and liabilities that were previously required to use a different accounting method
than the related hedging contracts when the complex provisions of SFAS No. 133 hedge accounting are not met.
SFAS No. 159 is effective for years beginning after November 15, 2007. Early adoption within 120 days of the
beginning of the Company’s 2008 fiscal year is permissible, provided the Company has not yet issued interim
financial statements for 2008 and has adopted SFAS No. 157. The Company is currently evaluating the potential
impact of adopting this Standard.
2.
SPECIAL CHARGES
Settlement with U.S. Philips Corporation
In fiscal 2005, the Company reached an agreement with U.S. Philips Corporation and Philips Electronics North
America Corp. (together “Philips”) regarding patent license litigation. The agreement included dismissal of the then
pending litigation and the cross-license of certain patents between Philips and the Company. The Company
recorded a special charge of $21.1 million in the quarter that ended June 30, 2004 associated with this matter.
Pursuant to this cross-license, the Company licensed certain of its patents related to 8-pin microcontrollers to
Philips, and Philips licensed its patents related to I2C serial communications to the Company, each on fully-paid up,
non-royalty bearing worldwide licenses. The Company finalized and executed the definitive settlement agreement
related to this matter and made the cash payment to Philips during the fiscal quarter ending September 30, 2004.
There were no special charges in fiscal 2006 or 2007.
3.
INVESTMENTS
The Company’s investments are intended to establish a high-quality portfolio that preserves principal, meets
liquidity needs, avoids inappropriate concentrations and delivers an appropriate yield in relationship to the
Company’s investment guidelines and market conditions. The following is a summary of available-for-sale
securities at March 31, 2007 (amounts in thousands):
State student loan bonds
Government agency bonds
Municipal bonds
Commercial paper
Floating rate securities
Adjusted
Cost
$ 20,000
743,278
20,675
25,000
310,710
$ 1,119,663
$
Gross
Unrealized
Gains
---
---
---
---
---
---
$
$
Gross
Unrealized
Losses
---
8,067
---
26
660
$ 8,753
$
Estimated
Fair Value
20,000
735,211
20,675
24,974
310,050
$ 1,110,910
At March 31, 2007, the Company evaluated its investment portfolio, and noted unrealized losses of $8.8 million
were due to fluctuations in interest rates. Management does not believe any of the unrealized losses represented an
other-than-temporary impairment based on its evaluation of available evidence as of March 31, 2007. The
Company’s intent is to hold these investments to such time as these assets are no longer impaired. For those
investments not scheduled to mature until after March 31, 2008, such recovery is not anticipated to occur in the next
year and these investments have been classified as long-term investments. At March 31, 2007, short-term
investments consist of $583.0 million and long-term investments consist of $527.9 million.
The amortized cost and estimated fair value of the available-for-sale securities at March 31, 2007, by maturity,
are shown below (amounts in thousands). Expected maturities can differ from contractual maturities because the
issuers of the securities may have the right to prepay obligations without prepayment penalties, and the Company
views its available-for-sale securities as available for current operations.
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Available-for-sale
Due in one year or less
Due after one year and through five years
Adjusted
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
$ 502,305
617,358
$ 1,119,663
$
$
--- $
---
--- $
1,263
7,490
8,753
$ 501,042
609,868
$ 1,110,910
The following is a summary of available-for-sale securities at March 31, 2006 (amounts in thousands):
State student loan bonds
Government agency bonds
Municipal bonds
Floating rate securities
Adjusted
Cost
$
34,600
616,317
2,583
83,075
$ 736,575
Gross
Unrealized
Gains
Gross
Unrealized
Losses
$
$
---
---
---
---
---
$
$
---
16,644
5
75
16,724
$
Estimated
Fair Value
34,600
599,673
2,578
83,000
$ 719,851
At March 31, 2006, short-term investments consist of $199.5 million and long-term investments consist of
$520.4 million.
During the year ended March 31, 2007 and March 31, 2005, the Company did not have any gross realized gains
or losses on sales of available-for-sale securities. During the year ended March 31, 2006, the Company had gross
realized losses on available-for-sale securities of eight thousand dollars.
4.
ACCOUNTS RECEIVABLE
Accounts receivable consists of the following (amounts in thousands):
Trade accounts receivable
Other
Less allowance for doubtful accounts
March 31,
2007
$ 127,467
636
128,103
3,544
$ 124,559
2006
$ 142,703
320
143,023
3,662
$ 139,361
5.
INVENTORIES
Inventories consist of the following (amounts in thousands):
Raw materials
Work in process
Finished goods
March 31,
2007
$
5,118
83,783
32,123
$ 121,024
2006
$
3,505
80,947
30,572
$ 115,024
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.
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6.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following (amounts in thousands):
Land
Building and building improvements
Machinery and equipment
Projects in process
Less accumulated depreciation and amortization
March 31,
2007
$
47,212
372,149
1,059,565
69,040
1,547,966
942,244
$ 605,722
2006
$
47,212
366,055
991,452
87,341
1,492,060
832,088
$ 659,972
Depreciation and amortization expense attributed to property, plant and equipment was $114.3 million,
$109.3 million and $119.0 million for the years ending March 31, 2007, 2006 and 2005, respectively.
7.
INTANGIBLE ASSETS
Intangible assets consist of the following (amounts in thousands):
Developed technology
Distribution rights
Developed technology
Distribution rights
Gross
Amount
16,571
5,236
21,807
Gross
Amount
15,729
5,236
20,965
$
$
$
$
March 31, 2007
Accumulated
Amortization
(11,242)
$
(2,109)
(13,351)
$
March 31, 2006
Accumulated
Amortization
(9,864)
$
(1,612)
(11,746)
$
Net
Amount
5,329
3,127
8,456
$
$
Net
Amount
5,865
3,624
9,489
$
$
The Company amortizes intangible assets over their expected useful lives, which range between 1 and 10 years.
In fiscal 2007, the Company acquired $0.8 million of developed technology, which has a weighted average
amortization period of 9.5 years. The following is an expected amortization schedule for the intangible assets for
the fiscal years March 31, 2008 through March 31, 2012, absent any future acquisitions or impairment charges
(amounts in thousands):
Year Ending
March 31,
2008
2009
2010
2011
2012
Projected
Amortization Expense
$
1,788
2,330
1,340
924
902
The Company has not recorded any impairment losses associated with the intangible assets acquired.
8.
SHORT-TERM DEBT
The Company had no short-term debt at March 31, 2007. The Company had short-term debt of $269.0 million
at March 31, 2006. The short-term debt was a result of repurchase agreements that were in place with two
investment brokerages. The short-term debt was collateralized with $277.6 million of available-for-sale investments
at March 31, 2006 and had a weighted average interest rate of 4.83%. In fiscal 2006, the borrowings were made to
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complete a $500 million repatriation of foreign earnings under the American Jobs Creation Act. The borrowings
were collateralized against investments that are held by the Company’s offshore subsidiaries. During fiscal 2007,
the entire $269.0 million of short-term borrowings were paid down. There were no covenants associated with the
repurchase agreements.
9.
ACCRUED LIABILITIES
Accrued liabilities consist of the following (amounts in thousands):
Income taxes
Other accrued expenses
March 31,
2007
$ 84,432
45,450
2006
$ 144,838
44,849
$ 129,882
$ 189,687
10.
INCOME TAXES
The provision for income taxes consists of the following (amounts in thousands):
Current expense:
Federal
State
Foreign
Total current
Deferred expense (benefit):
Federal
State
Foreign
Total deferred
2007
Year Ended March 31,
2006
2005
$ 24,334
2,437
8,267
35,038
$
79,082
5,837
14,381
99,300
$
34,320
3,436
8,858
46,614
10,005
1,001
(1,983)
9,023
$ 44,061
16,165
1,618
(267)
17,516
$ 116,816
5,908
591
10,370
16,869
63,483
$
The tax benefit associated with the exercise of employee stock options reduced taxes currently payable by
$22.9 million, $29.4 million and $15.3 million for the years ended March 31, 2007, 2006 and 2005, respectively.
These amounts were credited to additional paid-in capital in each of the three fiscal years.
The provision 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 are as
follows (amounts in thousands):
Computed expected income tax provision
State income taxes, net of federal benefits
Foreign export sales benefit
Research and development tax credits
Foreign income taxed at lower than the federal rate
Tax benefit from IRS settlement
Repatriation of foreign earnings
2007
$ 140,382
5,103
(658)
(3,573)
(44,993)
(52,200)
---
$ 44,061
Year Ended March 31,
2006
$ 125,715
3,548
(2,600)
(2,095)
(38,362)
---
30,610
$ 116,816
2005
$ 97,044
2,738
(1,111)
(4,750)
(30,438)
---
---
$ 63,483
Pretax income from foreign operations was $255.3 million, $257.8 million and $199.0 million for the years
ended March 31, 2007, 2006 and 2005, respectively. Unremitted foreign earnings that are considered to be
permanently invested outside the United States, and on which no deferred taxes have been provided, amounted to
approximately $708.7 million at March 31, 2007. Should the Company elect in the future to repatriate a portion of
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the foreign earnings so invested, the Company would incur income tax expense on such repatriation, net of any
available deductions and foreign tax credits. This would result in additional income tax expense beyond the
computed expected provision in such periods.
During year ended March 31, 2007, the Company completed a settlement agreement with the United States
Internal Revenue Service (“IRS”) for its fiscal years ended March 31, 1998, 1999, 2000 and 2001. As part of this
settlement the Company recognized $52.2 million as a tax benefit in March 2007 related to amounts previously
accrued for the issues that were in dispute with the IRS. This tax benefit decreased the Company’s effective tax rate
for fiscal 2007 by approximately 13.0 percentage points, to 11.0%. This decrease is reflected as a separate line in
the rate reconciliation table above.
The American Jobs Creation Act of 2004 (the “Jobs Act”) created a temporary incentive for U.S. corporations
to repatriate accumulated income earned abroad by providing an 85% dividends-received deduction for certain
dividends from controlled non-U.S. corporations. During fiscal 2006, the Company’s Chief Executive Officer
approved a domestic reinvestment plan, under which the Company repatriated $500 million in earnings outside the
U.S. pursuant to the Jobs Act. The Company recorded additional tax expense in fiscal 2006 of approximately
$30.6 million ($0.14 per diluted common share) related to this decision to repatriate non-U.S. earnings. This
repatriation increased the Company’s effective rate for fiscal 2006 by approximately 8.5 percentage points, to
32.5%. This increase is reflected as a separate line item in the rate reconciliation table above.
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and
deferred tax liabilities are as follows (amounts in thousands):
Deferred tax assets:
Deferred intercompany profit
Deferred income on shipments to distributors
Inventory valuation
Net operating loss carryforward
Share-based compensation
Tax credit carryforward
Accrued expenses and other
Gross deferred tax assets
Deferred tax liabilities:
Property, plant and equipment, principally
due to differences in depreciation
Other
Gross deferred tax liability
Net deferred tax asset
$
March 31,
2007
2006
8,089
22,732
1,490
3,890
9,344
6,814
9,624
61,983
$
8,266
21,325
1,970
4,916
---
31,708
10,359
78,544
(7,615)
(712)
(8,327)
$ 53,656
(13,655)
(982)
(14,637)
$ 63,907
Management believes that the Company’s results of future operations will generate sufficient taxable income
such that it is “more likely than not” that the deferred tax assets will be realized.
At March 31, 2007, the Company had a net operating loss carryforward for federal income tax purposes of
approximately $10.1 million, which begins to expire in varying amounts in the years 2020 through 2022. The net
operating loss carryforward is attributable to the acquisition of PowerSmart in fiscal 2003. An analysis of the annual
limitation on the utilization of the PowerSmart net operating losses was performed in accordance with Internal
Revenue Code Section 382. It was determined that Section 382 will not limit the use of the PowerSmart net
operating losses in full over the carryover period.
At March 31, 2007, the Company had recorded credit carryforwards of approximately $6.8 million for foreign
tax credits. The foreign tax credits begin to expire in varying amounts in the years ending March 31, 2014 through
March 31, 2017. The Company believes that all of its credit carryforwards will be utilized in future periods.
The Company’s Thailand manufacturing operations currently benefit from 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 at various times in the future. 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 benefits
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derived from these tax holidays approximated $6.1 million, $7.9 million and $11.5 million for the years ended
March 31, 2007, 2006 and 2005, respectively. The benefit the tax holiday had on net income per share
approximated $0.03, $0.04 and $0.05 for the years ended March 31, 2007, 2006 and 2005, respectively.
The Company recognizes liabilities for anticipated tax audit issues in the United States and other tax
jurisdictions based on its estimate of whether, and the extent to which, additional tax payments are probable. The
Company believes that it maintains adequate tax reserves to offset any potential tax liabilities that may arise upon
final resolution of matters for open tax years. The IRS is currently auditing the Company’s fiscal years ended
March 31, 2002, 2003 and 2004. The Company believes that it maintains adequate tax reserves to offset any
potential tax liabilities that may arise upon these and other pending audits in the United States and other countries in
which it does business. If such amounts ultimately prove to be unnecessary, the resulting reversal of such reserves
would result in tax benefits being recorded in the period the reserves are no longer deemed necessary. If such
amounts ultimately 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.
11.
CONTINGENCIES
The Company’s assembly and test facility in Thailand is located in Alphatechnopolis Industrial Park near
Bangkok on land to which the Company expects to acquire title in accordance with its agreement with the
landowner. Progress towards obtaining full title of the land has been delayed due to a bankruptcy relating to the
seller of the land. The Company is currently working with the creditors in an attempt to reach resolution on this
matter. At this time it is not possible to estimate when, or if, transfer of full title will be completed. The Company
has provided reserves that it estimates will be adequate to obtain full title. Such reserves are set at the estimated fair
value of the land.
In the ordinary course of its business, the Company is involved in a limited number of legal actions, both as
plaintiff and defendant, and could incur uninsured liability in any one or more of them. Litigation relating to the
semiconductor industry is not uncommon, and the Company is, and from time to time has been, subject to such
litigation. In the Company’s opinion, based on consultation with legal counsel, as of March 31, 2007, the effect of
such matters will not have a material adverse effect on the Company’s financial position, cash flows or results of
operations.
12.
STOCKHOLDERS’ EQUITY
Stockholder Rights Plan. Effective October 11, 1999, the Company adopted an Amended and Restated
Preferred Shares Rights Agreement as amended on January 29, 2007 (the “Amended Rights Agreement”). The
Amended Rights Agreement amends and restates the Preferred Share Rights Agreement adopted by the Company as
of February 13, 1995 (the “Prior Rights Agreement”). Under the Prior Rights Agreement, on February 13, 1995, the
Company’s Board of Directors declared a dividend of one right (a “Right”) to purchase one one-hundredth of a
share of the Company’s Series A Participating Preferred Stock (“Series A Preferred”) for each outstanding share of
common stock, $.001 par value, of the Company. The dividend was payable on February 24, 1995 to stockholders
of record as of the close of business on that date. The Amended Rights Agreement supersedes the Prior Rights
Agreement as originally executed. Under the Amended Rights Agreement, each Right enables the holder to
purchase from the Company one one-hundredth of a share of Series A Preferred at a purchase price of seventy four
dollars and seven cents ($74.07) (the “Purchase Price”), subject to adjustment. Under the Amended Rights
Agreement, the rights will become exercisable upon the earlier of (i) 10 days following a public announcement that
a person or a group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial
ownership of 18% or more of the Company’s outstanding common shares, or (ii) 10 days (or such later date as may
be determined by action of the Company’s Board of Directors) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer the consummation of which would result in a beneficial
ownership by a person or group of 18% or more of the Company’s outstanding common shares.
Stock Repurchase Activity. On April 22, 2004, the Company’s Board of Directors authorized the repurchase of
an additional 2,500,000 shares of its common stock in the open market or in privately negotiated transactions. As of
March 31, 2007, the Company had repurchased 1,004,834 shares under this authorization for $26.6 million. As of
March 31, 2007, all of the purchased shares under the authorizations had been reissued to fund stock option
exercises and purchases under the Company’s employee stock purchase plan. On October 25, 2006, the Company
announced that its Board of Directors had authorized the repurchase of up to an additional 10 million shares of its
common stock in the open market or in privately negotiated transactions. The timing and amount of future
F-16
repurchases will depend upon market conditions, interest rates and corporate considerations. During the year ended
March 31, 2007, the Company did not repurchase any of its shares of common stock. During the year ended
March 31, 2006, the Company purchased 119,934 shares of its common stock for $3.3 million. During the year
ended March 31, 2005, the Company purchased 2,184,800 shares of its common stock for $57.7 million.
13.
EMPLOYEE BENEFIT PLANS
The Company maintains a contributory profit-sharing plan for its domestic employees meeting certain
eligibility and service requirements. The plan qualifies under Section 401(k) of the Internal Revenue Code of 1986,
as amended, and allows employees to contribute up to 60% of their base salary, subject to maximum annual
limitations prescribed by the Internal Revenue Service. The Company shall make a matching contribution of up to
25% of the first 4% of the participant’s eligible compensation and may award up to an additional 25% under the
discretionary match. All matches are provided on a quarterly basis and require the participant to be an active
employee at the end of each quarter. For the fiscal years ended March 31, 2007, 2006 and 2005, the Company
contributions to the plan totaled $1.7 million, $1.5 million and $1.4 million, respectively.
The Company’s 2001 Employee Stock Purchase Plan (the “2001 Purchase Plan”) became effective on March 1,
2002. The Board of Directors approved the 2001 Purchase Plan in May 2001 and the stockholders approved it in
August 2001. Under the 2001 Purchase Plan, eligible employees of the Company may purchase shares of common
stock at semi-annual intervals through periodic payroll deductions. The purchase price in general will be 85% of the
lower of the fair market value of the common stock on the first day of the participant’s entry date into the offering
period or 85% of the fair market value on the semi-annual purchase date. Depending upon a participant’s entry date
into the 2001 Purchase Plan, purchase periods under the 2001 Purchase Plan consist of overlapping periods of either
24, 18, 12 or 6 months in duration. In May 2003 and August 2003, the Company’s Board and stockholders,
respectively, each approved an annual automatic increase in the number of shares reserved under the 2001 Purchase
Plan. The automatic increase took effect on January 1, 2005, and on each January 1 thereafter during the term of the
plan, and is equal to the lesser of (i) 1,500,000 shares, (ii) one half of one percent (0.5%) of the then outstanding
shares of the Company’s common stock, or (iii) such lesser amount as is approved by the Company’s Board of
Directors. On January 1, 2007, 1,080,191 additional shares were reserved under the 2001 Purchase Plan based on
the automatic increase. On January 1, 2006, 1,058,541 additional shares were reserved under the 2001 Purchase
Plan based on the automatic increase. On January 1, 2005, 1,035,863 additional shares were reserved under the
2001 Purchase Plan based on the automatic increase. Since the inception of the 2001 Purchase Plan, 6,599,595
shares of common stock have been reserved for issuance and 2,132,832 shares have been issued under this purchase
plan.
During fiscal 1995, a purchase plan was adopted for employees in non-U.S. locations. Such plan allows for the
purchase price per share to be 100% of the lower of the fair market value of the common stock at the beginning or
end of the semi-annual purchase plan period. Effective May 1, 2006, the Company’s Board approved a purchase
price per share equal to eighty-five percent (85%) of the lower of the fair market value of the common stock at the
beginning or end of the semi-annual purchase plan period. Since the inception of this purchase plan, 564,632 shares
of common stock have been reserved for issuance and 271,512 shares have been issued under this purchase plan.
Effective January 1, 1997, the Company adopted a non-qualified deferred compensation arrangement. This
plan is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group
of highly compensated employees as defined in ERISA Sections 201, 301 and 401. There are no Company
matching contributions made under this plan.
The Company has management incentive compensation plans which provides for bonus payments, based on a
percentage of base salary, from an incentive pool created from operating profits of the Company, at the discretion of
the Board of Directors. During the years ended March 31, 2007, 2006 and 2005, $12.4 million, $14.1 million and
$10.2 million were charged against operations for this plan, respectively.
The Company also has a plan that, at the discretion of the Board of Directors, provides a cash bonus to all
employees of the Company based on the operating profits of the Company. During the years ended March 31, 2007,
2006 and 2005, $6.2 million, $9.4 million and $4.9 million, respectively, were charged against operations for this
plan.
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14.
EQUITY INCENTIVE PLANS
The Company has equity incentive plans under which incentive stock options, restricted stock units (“RSUs”)
and non-qualified stock options have been granted to employees and under which non-qualified stock options have
been granted to non-employee members of the Board of Directors. The Company’s 2004 Equity Incentive Plan, as
amended and restated (the “2004 Plan”), is shareholder approved and permits the grant of stock options and RSUs to
employees, non-employee members of the Board of Directors and consultants. At March 31, 2007, 12.1 million
shares remained available for future grant under the 2004 Plan. Stock options and RSUs are designed to reward
employees for their long-term contributions to the Company and to provide incentive for them to remain employed
with the Company. The Company believes that such awards better align the interests of its employees with those of
its shareholders.
The Board of Directors or the plan administrator determines eligibility, vesting schedules and exercise prices for
equity incentives granted under the plans. Stock options granted generally have a term of 10 years. Equity
incentives granted in the case of newly hired employees generally vest and become exercisable at the rate of 25%
after one year of service and ratably on a monthly or quarterly basis over a period of 36 months thereafter.
Subsequent equity incentive grants to existing employees generally vest and become exercisable ratably on a
monthly or quarterly basis over a period starting in 48 months and ending in 60 months after the date of grant.
Historically, the Company has gone through its equity compensation grant process during the first two weeks of
April each year.
Under the plans, 105,929,741 shares of common stock had been reserved for issuance since the inception of the
plans.
Share-Based Compensation Expense
The following table presents details of share-based compensation expense resulting from the application of
SFAS NO. 123R (amounts in thousands):
Cost of sales
Research and development
Selling, general and administrative
Pre-tax effect of share-based compensation
Income tax benefit
Net income effect of share-based compensation
Effect on net income per common share – basic and diluted
Year Ended
March 31,
2007(1)
$
3,255(2)
9,623
14,501
27,379
6,570
$ 20,809
0.09
$
2006
---
214
364
578
139
439
---
$
$
$
(1) The amounts included in the twelve months ended March 31, 2007 reflect the adoption of SFAS No. 123R. In
accordance with the modified prospective method of transition, the Company’s consolidated statements of income for
prior periods have not been restated to reflect, and do not include, the impact of SFAS No. 123R.
(2) During the twelve months ended March 31, 2007, $6.6 million was capitalized to inventory, of which $3.3 million
was sold.
The amount of unearned share-based compensation currently estimated to be expensed in fiscal 2008 through
fiscal 2012 related to unvested share-based payment awards at March 31, 2007 is $65.7 million. The weighted
average period over which the unearned share-based compensation is expected to be recognized is approximately
2.72 years.
In accordance with the requirements of the disclosure-only alternative of SFAS No. 123, set forth below is a pro
forma illustration of the effect on net income and net income per share computed as if the Company had valued
share-based awards to employees using the Black-Scholes option pricing model instead of applying the guidelines
provided by APB 25 for the fiscal years ended March 31, 2006 and 2005 (in thousands, except per share amounts):
F-18
Net income, as reported
Deduct: Total share-based employee compensation
expense determined under fair value methods for all
awards, net of related tax effects.
Pro forma net income
Net income per common share:
Basic, as reported
Basic, pro forma
Diluted, as reported
Diluted, pro forma
Year Ended March 31,
2006
$ 242,369
2005
$ 213,785
16,240
$ 226,129
37,211
$ 176,574
$
$
$
$
1.15
1.08
1.13
1.05
$
$
$
$
1.03
0.85
1.01
0.83
At a meeting held on February 17, 2005, the Compensation Committee of the Board of Directors and the Board
of Directors of the Company approved the acceleration of the vesting of certain Company stock options with an
option price of $27.153 per share or greater. The purpose of the accelerated vesting was to enable the Company to
avoid recognizing in its income statement compensation expense associated with these options in future periods,
upon adoption of SFAS No. 123R on April 1, 2006. The pre-tax charge that was avoided amounted to
approximately $13.7 million and represented the fair value of the unvested awards as of the date of the acceleration
as determined under SFAS No. 123. This amount would otherwise have been required to be recognized as
compensation expense over the vesting period upon adoption of SFAS No. 123R. As a result of the accelerated
vesting, approximately 2.3 million option shares or 25.4% of the total number of the outstanding unvested option
shares as of the date of the acceleration with varying remaining vesting schedules became immediately exercisable.
In connection with the vesting acceleration, the Company required that any shares received through the exercise of
the accelerated options not be sold by the option holder until the first to occur of the original vesting date of the
accelerated option or the termination of the employment of the option holder. On April 25, 2006, in order to
alleviate administrative burdens, the Company waived this requirement as to approximately 1.0 million option
shares held by those employees who are not executive officers, appointed officers or director-level employees of the
Company. As of the date of the acceleration, the fair market value of the Company’s common stock was below the
option price of the accelerated options in all material respects, so no APB No. 25 charges were incurred and future
potential charges are immaterial.
Combined Incentive Plan Information
RSU share activity under the 2004 Plan is set forth below:
Nonvested shares at March 31, 2005
Granted
Canceled
Vested
Nonvested shares at March 31, 2006
Granted
Canceled
Vested
Nonvested shares at March 31, 2007
Number of Shares
0
203,334
(3,083)
(4,727)
195,524
1,634,393
(99,380)
(43,094)
1,687,443
The total pre-tax intrinsic value of RSUs which vested during the twelve months ended March 31, 2007 was
$1.4 million. The aggregate pre-tax intrinsic value of RSUs outstanding at March 31, 2007 was $59.8 million
calculated based on the closing price of the Company’s common stock of $35.53 on March 30, 2007. At March 31,
2007, the weighted average remaining expense recognition period was 3.28 years. The weighted average fair values
per share of the RSUs awarded in the twelve months ended March 31, 2007 was $31.37, calculated based on the fair
market value of the Company’s common stock on the respective grant dates discounted for the Company’s expected
F-19
dividend yield. The weighted average fair values per share of RSUs awarded in the twelve months ended March 31,
2006 was $31.36, calculated based on the intrinsic value on the date of grant.
Option activity under the Company’s stock incentive plans in the three years ended March 31, 2007 is set forth
below:
Outstanding at March 31, 2004
Granted
Exercised
Canceled
Outstanding at March 31, 2005
Granted
Exercised
Canceled
Outstanding at March 31, 2006
Granted
Exercised
Canceled
Outstanding at March 31, 2007
Number of
Shares
23,359,928
2,693,824
(2,881,830)
(801,236)
22,370,686
2,204,099
(5,561,188)
(563,237)
18,450,360
59,452
(3,393,779)
(375,487)
14,740,546
Weighted
Average Exercise
Price per Share
$
$
17.60
27.35
12.78
23.34
19.19
25.91
15.46
23.81
20.97
34.58
16.87
24.25
21.88
The total pre-tax intrinsic value of options exercised during the twelve months ended March 31, 2007, 2006,
and 2005 was $61.8 million, $90.3 million and $42.4 million, respectively. This intrinsic value represents the
difference between the fair market value of the Company’s common stock on the date of exercise and the exercise
price of each equity award.
The following table summarizes information about the stock options outstanding at March 31, 2007:
Weighted
Average
Exercise Price
8.64
$
Weighted
Average
Remaining Life
(in years)
1.68
Range of
Exercise Prices
$ 1.82 – $10.04
Number
Outstanding
1,752,072
10.05 – 15.92
1,419,625
15.93 – 18.48
1,897,953
18.49 – 23.39
1,821,964
23.40 – 25.26
955,979
25.27 – 25.29
1,655,564
25.30 – 27.05
2,208,420
27.06 – 27.15
1,823,651
27.16 – 36.10
1,173,270
36.11 – 37.06
32,048
15.65
18.41
22.37
24.20
25.29
26.77
27.15
29.58
37.06
14,740,546
$ 21.88
Number
Exercisable
1,751,287
1,419,625
612,323
1,816,042
952,718
17,509
720,175
1,823,651
845,096
---
Weighted
Average
Exercise Price
$
8.65
15.65
18.25
22.37
24.20
25.29
26.26
27.15
29.48
---
9,958,426
$
20.69
3.84
5.81
3.53
5.11
7.95
6.87
4.98
6.33
9.01
5.15
The aggregate pre-tax intrinsic value of options outstanding and options exercisable at March 31, 2007 was
$201.2 million and $147.8 million, respectively. The aggregate pre-tax intrinsic values were calculated based on the
closing price of the Company’s common stock of $35.53 on March 30, 2007.
At March 31, 2007 and 2006, the number of option shares exercisable was 9,958,426 and 12,762,774,
respectively, and the weighted average exercise price of these options was $20.69 and $19.39, respectively.
F-20
The weighted average fair values per share of stock options granted in the twelve months ended March 31,
2007, 2006, and 2005 was $11.90, $9.89, and $15.82 respectively.
The weighted average fair values per share of stock options granted in connection with the Company’s stock
incentive plans in the twelve months ended March 31, 2007, 2006, and 2005 were estimated utilizing the following
assumptions:
Expected life (in years)
Volatility
Risk-free interest rate
Dividend yield
2007
5.42
42%
5.00%
3.01%
Year ended March 31,
2006
5.21
44%
4.20%
2.14%
2005
5.30
67%
3.78%
0.97%
15.
LEASE COMMITMENTS
The Company leases office space, transportation and other equipment under operating leases, which expire at
various dates through March 31, 2012. The future minimum lease commitments under these operating leases at
March 31, 2007 are as follows (amounts in thousands):
Year Ending
March 31,
2008
2009
2010
2011
2012
Total minimum payments
Amount
$ 3,956
3,260
1,867
1,545
949
$ 11,577
Rental expense under operating leases totaled $6.2 million, $6.8 million and $5.9 million for the years ended
March 31, 2007, 2006 and 2005, respectively.
16.
GEOGRAPHIC INFORMATION
The Company operates in one operating segment and engages primarily in the design, development,
manufacture and marketing of semiconductor products. The Company sells its products to distributors and original
equipment manufacturers (OEMs) in a broad range of market segments, performs on-going credit evaluations of its
customers and generally requires no collateral. The Company’s operations outside the United States 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 all
products, as well as the coordination of production planning and shipping to meet worldwide customer
commitments. The 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, intangible assets and goodwill) by geographic area are as follows
(amounts in thousands):
March 31,
2007
2006
United States
Thailand
Various other countries
$ 524,950
114,560
6,554
$ 576,859
117,975
6,513
Total long-lived assets
$ 646,064
$ 701,347
F-21
Sales to unaffiliated customers located outside the United States, primarily in Asia and Europe, aggregated
approximately 74%, 74% and 73% of consolidated net sales for the years ended March 31, 2007, 2006 and 2005,
respectively. Sales to customers in Europe represented 29%, 28% and 27% of consolidated net sales for the years
ended March 31, 2007, 2006 and 2005, respectively. Sales to customers in Asia represented 43%, 44% and 43% of
consolidated net sales for the years ended March 31, 2007, 2006 and 2005, respectively. Sales into China, including
Hong Kong, represented 18%, 17% and 16% of consolidated net sales for the years ended March 31, 2007, 2006 and
2005, respectively. Sales into Taiwan represented 10% of consolidated net sales for the years ended March 31,
2007, 2006 and 2005. Sales into any other individual foreign country did not exceed 10% of the Company’s net
sales for any of the years presented.
The Company had two distributors who represented more than 10% of its net sales during fiscal 2007, 2006 and
2005. The Company’s largest distributor accounted for approximately 11% of its net sales and its second largest
distributor accounted for approximately 10% of net sales in fiscal 2007. The Company’s largest distributor
accounted for approximately 13% of its net sales and its second largest distributor accounted for approximately 11%
of its net sales in fiscal 2006. The Company’s largest distributor accounted for approximately 13% of its net sales
and its second largest distributor accounted for approximately 12% of its net sales in fiscal 2005.
17.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash equivalents approximates fair value because their maturity is less than three
months. The carrying amount of short-term and long-term investments approximates fair value as the securities are
marked to market as of each balance sheet date with any unrealized gains and losses reported in stockholders’
equity. The carrying amount of accounts receivable, accounts payable and accrued liabilities approximates fair
value due to the short-term maturity of the amounts. The fair value of short-term debt and lines of credit
approximates their carrying value as they are estimated by discounting the future cash flows at rates currently
offered to the Company for similar debt instruments.
The Company has entered into certain financial instruments in the normal course of business to reduce its
exposure to fluctuations in foreign exchange rates. These financial instruments include standby letters of credit and
foreign currency forward contracts. When engaging in forward contracts, risks arise from the possible inability of
counterparties to meet the terms of their contracts and from movements in securities values, interest rates and
foreign exchange rates. At March 31, 2007, there were no foreign currency forward contracts outstanding. At
March 31, 2006, the Company held contracts with nominal amounts totaling $1.6 million, which were entered into
and hedged the Company’s foreign currency risk. The value of the contracts is based on quoted market prices. The
contracts matured in April 2006. Unrealized gains and losses as of the balance sheet dates and realized gains and
losses for the years ending March 31, 2007, 2006 and 2005 were immaterial.
18.
NET INCOME PER COMMON SHARE
The following table sets forth the computation of basic and diluted net income per share (in thousands, except
per share amounts):
2007
Year Ended March 31,
2006
2005
Net income
$ 357,029
$
242,369
$ 213,785
Weighted average common shares outstanding
215,498
210,104
206,740
Dilutive effect of stock options
5,350
4,920
5,222
Weighted average common and common
equivalent shares outstanding
220,848
215,024
211,962
Basic net income per common share
Diluted net income per common share
$
$
1.66
1.62
$
$
1.15
1.13
$
$
1.03
1.01
F-22
Weighted average common shares exclude the effect of antidilutive options. As of March 31, 2007, the number
of options that were antidilutive were 36,103. As of March 31, 2006, there were no antidilutive options outstanding.
As of March 31, 2005, the number of options that were antidilutive were 1,310,018.
19.
QUARTERLY RESULTS (UNAUDITED)
The following table presents the Company’s selected unaudited quarterly operating results for eight quarters
ended March 31, 2007. The Company believes that all necessary adjustments have been made to present fairly the
related quarterly results (in thousands, except per share amounts):
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
Fiscal 2007
Net sales
Gross profit
Operating income
Net income
Diluted net income per common share
$ 262,557
158,484
89,681
76,984
0.35
$ 267,934 $ 251,004 $ 258,176 $ 1,039,671
624,756
347,811
357,029
1.62
149,710
81,482
72,849
0.33
154,601
85,289
127,708
0.57
161,961
91,359
79,488
0.36
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
Fiscal 2006
Net sales
Gross profit
Operating income
Net income
Diluted net income per common share
$ 218,527
127,505
73,029
61,024
0.29
$ 227,298
134,556
79,295
65,653
0.31
$ 234,896
140,270
84,588
40,124
0.19
$ 247,172
148,546
89,452
75,568
0.35
$ 927,893
550,877
326,364
242,369
1.13
Refer to Note 10, Income Taxes, for an explanation of the additional income tax expense in the quarter ended
December 31, 2005 related to the Company’s repatriation of $500 million in foreign earnings under the Jobs Act and
the $52.2 million of tax benefit from a tax settlement in the quarter ended March 31, 2007.
20.
SUPPLEMENTAL FINANCIAL INFORMATION
Cash paid for income taxes amounted to $72.6 million, $26.4 million and $15.6 million during the years ended
March 31, 2007, 2006 and 2005, respectively. Cash paid for interest amounted to $5.4 million, $1.9 million and
$0.8 million during the years ended March 31, 2007, 2006 and 2005, respectively.
A summary of additions and deductions related to the allowance for doubtful accounts for the years ended
March 31, 2007, 2006 and 2005 follows (amounts in thousands):
Balance at
beginning
of year
Charged to
costs and
expenses
Deductions (1)
Balance at
end of year
Allowance for doubtful accounts:
2007
2006
2005
$
$ 3,662
3,817
3,810
---
---
7
$
(118)
(155)
---
$ 3,544
3,662
3,817
(1) Deductions represent uncollectible accounts written off, net of recoveries.
F-23
21.
DIVIDENDS
On October 28, 2002, the Company announced that its Board of Directors had approved and instituted a
quarterly cash dividend on its common stock. The initial quarterly dividend of $0.02 per share was paid on
December 6, 2003 in the amount of $4.1 million. The Company has continued to pay quarterly dividends and has
increased the amount of such dividends on a regular basis. During the year ended March 31, 2007, the Company
paid dividends totaling $0.965 per share for a total dividend payment of $207.9 million. During the year ended
March 31, 2006, the Company paid dividends totaling $0.57 per share for a total dividend payment of $120.1
million. During the year ended March 31, 2005, the Company paid dividends totaling $0.208 per share for a total
dividend payout of $43.0 million
F-24
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D
BBOOAARRDD OOFF DDIIRREECCTTOORRSS AANNDD OOFFFFIICCEERRSS
Board of Directors
Corporate Officers
Steve Sanghi
Chairman of the Board, President and
Chief Executive Officer
Microchip Technology Inc.
Matthew W. Chapman
President and CEO
Northwest Evaluation Association
L.B. Day
President
L.B. Day & Co., Inc.
Albert J. Hugo-Martinez
Chief Executive Officer
Hugo-Martinez & Associates
Wade F. Meyercord
President
Meyercord & Associates, Inc.
Steve Sanghi
President, Chief Executive Officer and
Chairman of the Board
Stephen V. Drehobl
Vice President, Security, Microcontroller and Technology
Development Division
David S. Lambert
Vice President, Fab Operations
Mitchell R. Little
Vice President, Worldwide Sales and Applications
Ganesh Moorthy
Executive Vice President
Gordon W. Parnell
Vice President, Chief Financial Officer
Richard J. Simoncic
Vice President, Analog and Interface Products
Division
Appointed Officers
J. Eric Bjornholt
Secretary
Bryan J. Liddiard
Vice President, Analog and Interface Marketing
Paul R. Breault
Vice President, Greater China Sales
Gary Marsh
Vice President, European Sales
Mathew B. Bunker
Vice President, Pacific Rim Manufacturing
Operations
Derek P. Carlson
Vice President, Development Tools Group
Sumit K. Mitra
Vice President, Digital Signal Controller Division
Mitchel Obolsky
Vice President, Advanced Microcontroller and
Architecture Division
Kathryn A. Clevenger
Vice President, Fab 4 Operations
Robert H. Owen
Vice President, Information Services
Randall L. Drwinga
Vice President, Memory Products Division
Kenneth N. Pye
Vice President, Worldwide Applications Engineering
Michael A. Finley
Vice President, Fab 2 Operations
Joseph R. Krawczyk
Vice President, Asia Sales
Dan L. Termer
Vice President, Vertical Markets Group
William Yang
Vice President, Pacific Rim Finance
Corporate Profile
Corporate Information
M
icrochip Technology Incorporated is a leading provider of microcontroller and
analog semiconductors, providing low-risk product development, lower total
system cost and faster time to market for thousands of diverse customer
applications worldwide. Headquartered in Chandler, Arizona, Microchip offers
outstanding technical support along with dependable delivery and quality.
For more information, visit the Microchip Web site at www.microchip.com.
• Founded in 1989
• Approximately 4,500 employees worldwide
• Quality systems are ISO/TS-16949:2002 certified
• More than 45 sales offices worldwide
• Manufacturing facilities: Tempe, Arizona USA; Gresham, Oregon USA;
Bangkok, Thailand
• Development centers: Bangalore, India; Bangkok, Thailand; Manila, Philippines;
Lausanne, Switzerland; Bucharest, Romania; Santa Clara, California USA;
Chandler, Arizona USA
Registered Public Accounting Firm
Ernst & Young LLP
Phoenix, Arizona
Legal Counsel
Wilson Sonsini Goodrich & Rosati, P. C.
Palo Alto, California
Austin, Texas
Transfer Agent & Registrar
Wells Fargo Bank Minnesota, N.A.
Shareowner Services
161 North Concord Exchange
P. O. Box 64854
St. Paul, Minnesota 55075-1139
800-468-9716
Form 10-K
A copy of the Company’s Form 10-K as filed
with the Securities and Exchange Commission
is available upon request to:
Investor Relations
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona 85224-6199
480-792-7761
Annual Meeting
The annual meeting of the stockholders of Microchip
Technology Incorporated will be held at the Company’s
Chandler facility, 2355 West Chandler Boulevard,
Chandler, Arizona, on Friday, August 17, 2007
at 9:00 a.m. Pacific Standard Time.
Common Stock
Microchip Technology’s common stock is traded on
the Nasdaq Global Market under the symbol “MCHP. ”
The following table sets forth the quarterly high and
low closing prices as reported by the Nasdaq Global
Market for the last two fiscal years.
Fiscal 2007
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High Low
$38.15
$34.88
$34.83
$37.49
$31.79
$31.11
$31.40
$33.21
Fiscal 2006
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
$30.68
$32.61
$34.64
$37.74
Low
$24.60
$28.52
$27.30
$32.13
Corporate Facilities
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona 85224-6199
Microchip Technology Incorporated
1200 South 52nd Street
Tempe, Arizona 85281
Microchip Technology Incorporated
21015 SE Stark Street
Gresham, Oregon 97030
Internet Address
Additional Company information, along with the most
recent financial and product information and press
releases, can be accessed at: www.microchip.com.
Microchip Technology (Thailand) Co., Ltd.
14 Moo 1 T. Wangtakien
A. Muangchachoengsao
Chacherngsao, 24000, Thailand
The statements contained in this Annual Report relating to our shareholders benefiting even further from our continued outstanding performance, producing significant value
to our shareholders, engaging highly talented professionals who can further contribute to our success, our commitment to the best possible service and support, demand
creation initiatives fueling further sales expansion, our growing presence in embedded designs worldwide, time to revenue for 16-bit solutions being much longer, driving
future growth through development tools, software libraries and technical documentation, our entire 8-bit line fueling sizable revenue growth, attracting and securing
new customer design opportunities, continuing to be a market leader in serial EEPROMs, our business being exceptionally strong, being well-positioned for continued
market share gains in fiscal year 2008 and beyond, strong momentum and solid foundation for our trek to $2 billion, maintaining the path of continuous improvement, cost
reduction, financial performance and unwavering focus, our culture driving substantial innovation and cost savings, squeezing performance out of production equipment,
our manufacturing system delivering high yields, maintaining high gross margins, responding quickly to competitive pricing pressures, continuing to enjoy very low-cost
manufacturing, planning to add incremental capacity, room for expansion in wafer fabrication, enabling us to reach $2 billion in annual sales with relatively low capital
expenditures, delivering a steady stream of products for our customers, keeping lead times short, future process technologies enhancing die yields and enabling additional
die shrinks, entering new market spaces to expand our revenue base, adding features and functionality to existing device families, our PIC microcontrollers continuing to
grow in popularity and fueling record growth, having significant room to grow in the 8-bit market, substantial opportunities in the 16-bit market, consistently gaining market
share, providing much faster time to market, our analog products continuing to expand in total numbers of products and customers, more and more designs using our analog
products, adding more and more field applications engineers, investing in sales channel partners and being well-positioned for the journey to $2 billion in sales, are forward
looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially because of the
following factors, among others: changes in demand or market acceptance of our products and the products of our customers; our ability to ramp products into volume
production; the level of orders that are received and can be shipped in a quarter; levels of inventories at our distributors and other customers; the level of sell-through of
our products through distribution; the mix of inventory we hold and our ability to satisfy short-term orders from our inventory; changes or fluctuations in customer order
patterns and seasonality; the level at which design wins become actual orders and sales; changes in utilization of our manufacturing capacity; our ability to continue to
secure sufficient assembly and testing capacity; competitive developments including pricing pressures; disruptions in our business or the businesses of our customers or
suppliers due to natural disasters, terrorist activity, armed conflict, war, worldwide oil prices and supply; disruptions in the worldwide transportation system; impact of events
outside the United States, such as the business impact of fluctuating currency rates or unrest or political instability; general industry, economic and political conditions; the
impact on our business and on customer order patterns due to public health concerns; financial stability in foreign markets; our ability to maintain operating margins; our
timely introduction of new technologies, market acceptance of our new products and those of our customers; competitive factors, such as competing architectures and
manufacturing technologies and acceptance of new products in the markets we generally serve; the costs and outcome of any current or future tax audit or any litigation
involving intellectual property, customers or other issues; and our ability to attract and retain qualified personnel.
For a detailed discussion of these and other risk factors, please refer to Microchip’s filings with the Securities and Exchange Commission on Forms 10-K and 10-Q. Our fiscal
2007 Form 10-K follows this letter to shareholders. Additionally, you can obtain copies of our Forms 10-K, 10-Q and 8-K and other documents filed with the SEC for free at
the SEC’s web site (www.sec.gov) or from commercial, document retrieval services.
©2007 Microchip Technology Incorporated. All rights reserved. The Microchip name and logo, PIC, dsPIC and MPLAB are registered trademarks of Microchip Tech-
nology Inc. in the USA and in other countries. REAL ICE is a trademark of Microchip Technology. All other trademarks mentioned herein are the property of their
respective companies. Printed in the U.S.A. 6/07.
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Scaling New Heights
Annual Report 2007