MICROCHIP TECHNOLOGY INCORPORATED
2355 West Chandler Boulevard, Chandler, Arizona 85224-6199
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
August 15, 2016
TIME:
PLACE:
9:00 a.m. Mountain Standard Time
Microchip Technology Incorporated
2355 W. Chandler Boulevard
Chandler, Arizona 85224-6199
ITEMS OF
BUSINESS:
(1) The election of each of Steve Sanghi, Matthew W. Chapman, L.B. Day, Esther L.
Johnson and Wade F. Meyercord to our Board of Directors to serve for the ensuing year
and until their successors are elected and qualified.
(2) To re-approve Microchip's Executive Management Incentive Compensation Plan for
purposes of Section 162(m) of the Internal Revenue Code.
(3) To ratify the appointment of Ernst & Young LLP as the independent registered public
accounting firm of Microchip for the fiscal year ending March 31, 2017.
(4) To hold an advisory (non-binding) vote regarding the compensation of our named
executives.
(5) To transact such other business as may properly come before the annual meeting or any
adjournment(s) thereof.
The Microchip Board of Directors recommends that you vote for each of the foregoing items.
Holders of Microchip common stock of record at the close of business on June 21, 2016 are
entitled to vote at the annual meeting.
Microchip's fiscal 2016 Annual Report, which is not a part of the proxy soliciting material, is
enclosed.
It is important that your shares be represented and voted at the annual meeting. You can vote
your shares by completing and returning the proxy card sent to you. Stockholders may have a
choice of voting their shares over the internet or by telephone. If internet or telephone voting
is available to you, voting instructions are printed on the proxy card sent to you. You can
revoke your proxy at any time prior to its exercise at the annual meeting by following the
instructions in the accompanying proxy statement.
RECORD DATE:
ANNUAL REPORT:
PROXY:
/s/ Kim van Herk
Kim van Herk
Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
of Stockholders to be Held on August 15, 2016
The Microchip Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year
ended March 31, 2016 are available at www.microchip.com/annual_reports.
Chandler, Arizona
July 11, 2016
TABLE OF CONTENTS
Page
PROXY STATEMENT
THE BOARD OF DIRECTORS
CERTAIN TRANSACTIONS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
PROPOSAL ONE - ELECTION OF DIRECTORS
PROPOSAL TWO - RE-APPROVAL OF EXECUTIVE MANAGEMENT INCENTIVE COMPENSATION
PLAN
PROPOSAL THREE - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
PROPOSAL FOUR - APPROVAL OF EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND EXECUTIVE
OFFICERS
EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION OF NAMED EXECUTIVE OFFICERS
EQUITY COMPENSATION PLAN INFORMATION
CODE OF BUSINESS CONDUCT AND ETHICS
OTHER MATTERS
1
4
9
9
10
12
15
17
18
20
31
41
43
43
MICROCHIP TECHNOLOGY INCORPORATED
2355 West Chandler Boulevard
Chandler, Arizona 85224-6199
PROXY STATEMENT
You are cordially invited to attend our annual meeting on Monday, August 15, 2016, beginning at 9:00 a.m., Mountain
Standard Time. The annual meeting will be held at our Chandler facility located at 2355 W. Chandler Blvd., Chandler, AZ
85224-6199.
We are providing these proxy materials in connection with the solicitation by the Board of Directors (the "Board") of
Microchip Technology Incorporated ("Microchip") of proxies to be voted at Microchip's 2016 annual meeting of stockholders
and at any adjournment(s) thereof.
Our fiscal year begins on April 1 and ends on March 31. References in this proxy statement to fiscal 2017 refer to the
12-month period from April 1, 2016 through March 31, 2017; references to fiscal 2016 refer to the 12-month period from
April 1, 2015 through March 31, 2016; and references to fiscal 2015 refer to the 12-month period from April 1, 2014 through
March 31, 2015.
We anticipate first mailing this proxy statement and accompanying form of proxy on July 11, 2016 to holders of record
of Microchip's common stock on June 21, 2016 (the "Record Date").
PROXIES AND VOTING PROCEDURES
YOUR VOTE IS IMPORTANT. Because many stockholders cannot attend the annual meeting in person, it is
necessary that a large number of stockholders be represented by proxy. Stockholders may have a choice of voting over the
internet, by using a toll-free telephone number or by completing a proxy card and mailing it in the postage-paid envelope
provided. Please refer to your proxy card or the information forwarded by your bank, broker or other holder of record to see
which options are available to you. Under Delaware law, stockholders may submit proxies electronically. Please be aware that
if you vote over the internet, you may incur costs such as telephone and internet access charges for which you will be
responsible.
You can revoke your proxy at any time before it is exercised by timely delivery of a properly executed, later-dated
proxy (including an internet or telephone vote if these options are available to you) or by voting by ballot at the annual meeting.
The method by which you vote will in no way limit your right to vote at the annual meeting if you later decide to
attend in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, from the holder of record, to be able to vote at the annual meeting.
All shares entitled to vote and represented by properly completed proxies received prior to the annual meeting and not
revoked will be voted at the annual meeting in accordance with the instructions on such proxies. IF YOU DO NOT
INDICATE HOW YOUR SHARES SHOULD BE VOTED ON A MATTER, THE SHARES REPRESENTED BY
YOUR PROPERLY COMPLETED PROXY WILL BE VOTED AS OUR BOARD OF DIRECTORS RECOMMENDS.
1
If any other matters are properly presented at the annual meeting for consideration, including, among other things,
consideration of a motion to adjourn the annual meeting to another time or place, the persons named as proxies and acting
thereunder will have discretion to vote on those matters according to their best judgment to the same extent as the person
delivering the proxy would be entitled to vote. At the date this proxy statement went to press, we did not anticipate that any
other matters would be raised at the annual meeting.
Stockholders Entitled to Vote
Stockholders of record at the close of business on the Record Date, June 21, 2016, are entitled to notice of and to vote
at the annual meeting. Each share is entitled to one vote on each of the five director nominees and one vote on each other
matter properly brought before the annual meeting. On the Record Date, there were 215,025,368 shares of our common stock
issued and outstanding.
In accordance with Delaware law, a list of stockholders entitled to vote at the annual meeting will be available at the
annual meeting on August 15, 2016, and for 10 days prior to the annual meeting at 2355 West Chandler Boulevard, Chandler,
Arizona, between the hours of 9:00 a.m. and 4:30 p.m., Mountain Standard Time.
Required Vote
Quorum, Abstentions and Broker Non-Votes
The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote at the annual meeting is
necessary to constitute a quorum at the annual meeting. Abstentions and broker "non-votes" are counted as present and entitled
to vote for purposes of determining a quorum. A broker "non-vote" occurs when a nominee holding shares for a beneficial
owner (i.e., in "street name") does not vote on a particular proposal because the nominee does not have discretionary voting
power with respect to that item and has not received instructions from the beneficial owner. Under the rules of the New York
Stock Exchange (NYSE), which apply to NYSE member brokers trading in non-NYSE stock, brokers have discretionary
authority to vote shares on certain routine matters if customer instructions are not provided. Proposal Three to be considered at
the annual meeting may be treated as a routine matter. Consequently, if you do not return a proxy card, your broker may have
discretion to vote your shares on such matter.
Election of Directors (Proposal One)
A nominee for director shall be elected to the board of directors if the votes cast for such nominee's election exceed the
votes cast against such nominee's election. For this purpose, votes cast shall exclude abstentions, withheld votes or broker non-
votes with respect to that director's election. Notwithstanding the immediately preceding sentence, in the event of a contested
election of directors, directors shall be elected by the vote of a plurality of the votes cast. A contested election shall mean any
election of directors in which the number of candidates for election as director exceeds the number of directors to be elected. If
directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee.
Re-approval of Microchip's Executive Management Incentive Compensation Plan (Proposal Two)
The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by
proxy and entitled to vote at the annual meeting is required to re-approve the Microchip Executive Management Incentive
Compensation Plan for purposes of Section 162(m) of the Internal Revenue Code. Abstentions will have the same effect as
voting against this proposal. Broker "non-votes" are not counted for purposes of approving this matter, and thus will not affect
the outcome of the voting on such proposal.
Ratification of Independent Registered Public Accounting Firm (Proposal Three)
The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by
proxy and entitled to vote at the annual meeting is required for ratification of the appointment of Ernst & Young LLP as the
independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2017. Abstentions will have
the same effect as voting against this proposal.
2
Advisory Vote Regarding the Compensation of our Named Executives (Proposal Four)
The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by
proxy and entitled to vote at the annual meeting is required to approve, on an advisory (non-binding) basis, the compensation of
our named executive officers as disclosed in this proxy statement in accordance with the rules of the Securities and Exchange
Commission (the "SEC"). Abstentions will have the same effect as voting against this proposal. Broker "non-votes" are not
counted for purposes of approving this matter, and thus will not affect the outcome of the voting on such proposal.
Electronic Access to Proxy Statement and Annual Report
This proxy statement and our fiscal 2016 Annual Report are available at www.microchip.com/annual_reports.
We will post our future proxy statements and annual reports on Form 10-K on our website as soon as reasonably
practicable after they are electronically filed with the SEC. All such filings on our website are available free of charge. The
information on our website is not incorporated into this proxy statement. Our internet address is www.microchip.com.
Cost of Proxy Solicitation
Microchip will pay its costs of soliciting proxies including the cost of any proxy solicitor if a proxy solicitor is
engaged. Proxies may be solicited on behalf of Microchip by its directors, officers or employees in person or by telephone,
facsimile or other electronic means. We may also reimburse brokerage firms and other custodians, nominees and fiduciaries for
their expenses incurred in sending proxies and proxy materials to beneficial owners of Microchip common stock.
3
THE BOARD OF DIRECTORS
Meetings of the Board of Directors
Our Board of Directors met eight times in fiscal 2016. Each director attended 100% of the meetings of the Board of
Directors and 100% of the meetings of the committees of the Board of Directors held during the time such director served on
such committees. The Board of Directors has a practice of meeting in executive session on a periodic basis without
management or management directors (i.e., Mr. Sanghi) present. The Board of Directors has determined that each of
Mr. Chapman, Mr. Day, Ms. Johnson and Mr. Meyercord is an independent director as defined by applicable SEC rules and
NASDAQ listing standards.
Board Leadership Structure
The Board of Directors believes that Microchip's Chief Executive Officer, Steve Sanghi, is best situated to serve as
Chairman because he is the director most familiar with Microchip's business and industry, and most capable of effectively
identifying strategic priorities and leading the discussion and execution of strategy. The Board's independent directors have
different perspectives and roles in strategic development. In particular, Microchip's independent directors bring experience,
oversight and expertise from outside the company and the industry, while the Chief Executive Officer brings company-specific
experience and industry expertise. The Board of Directors believes that the combined role of Chairman and Chief Executive
Officer promotes strategy development and execution, and facilitates information flow between management and the Board of
Directors, which are essential to effective governance. Microchip does not have a lead independent director.
Board Oversight of Risk Management
The Board of Directors and the Board committees oversee risk management in a number of ways. The Audit
Committee oversees the management of financial and accounting related risks as an integral part of its duties. Similarly, the
Compensation Committee considers risk management when setting the compensation policies and programs for Microchip's
executive officers. As part of this process, our Compensation Committee concluded that our compensation policies and
practices do not create risks that are reasonably likely to have a material adverse effect on Microchip.
The Board of Directors and the Audit Committee regularly receive reports on various risk-related items including risks
related to manufacturing operations, intellectual property, taxes, cyber security, IT system continuity, products and employees.
The Board and the Audit Committee also receive periodic reports on Microchip's efforts to manage such risks through safety
measures, system improvements, insurance or self-insurance. The Board of Directors believes that the leadership structure
described above facilitates the Board's oversight of risk management because it allows the Board, working through its
committees, to participate actively in the oversight of management's actions.
Communications from Stockholders
Stockholders may communicate with the Board of Directors or individual members of the Board of Directors,
provided that all such communication is submitted in writing to the attention of the Secretary at Microchip Technology
Incorporated, 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199, who will then forward such communication to
the appropriate director or directors.
Committees of the Board of Directors
The following table lists our three Board committees, the directors who served on them and the number of committee
meetings held in fiscal 2016:
4
MEMBERSHIP ON BOARD COMMITTEES IN FISCAL 2016
Name
Audit
C
Compensation
Nominating
and Governance
C
1
C
9
Mr. Chapman
Mr. Day
Ms. Johnson
Mr. Meyercord
Mr. Sanghi
Meetings held in fiscal 2016
8
C = Chair
= Member
Audit Committee
The responsibilities of our Audit Committee are to appoint, compensate, retain and oversee Microchip's independent
registered public accounting firm, oversee the accounting and financial reporting processes of Microchip and audits of its
financial statements, and provide the Board of Directors with the results of such monitoring. These responsibilities are further
described in the committee charter which was amended and restated as of May 15, 2015. A copy of the Audit Committee
charter is available at the About Us/Investor Relations section under Mission Statement/Corporate Governance on
www.microchip.com.
Our Board of Directors has determined that all members of the Audit Committee are independent directors as defined
by applicable SEC rules and NASDAQ listing standards. The Board of Directors has also determined that each of
Mr. Chapman and Mr. Meyercord meet the requirements for being an "audit committee financial expert" as defined by
applicable SEC rules.
In fiscal 2005, our Board and our Audit Committee adopted a policy with respect to (i) the receipt, retention and
treatment of complaints received by us regarding questionable accounting, internal accounting controls or auditing matters;
(ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting, internal
accounting controls or auditing matters; and (iii) the prohibition of harassment, discrimination or retaliation arising from
submitting concerns regarding questionable accounting, internal accounting controls or auditing matters or participating in an
investigation regarding questionable accounting, internal accounting controls or auditing matters. In fiscal 2012, our Board and
our Audit Committee approved an amended policy to include matters regarding violations of federal or state securities laws, or
the commission of bribery. This policy, called "Reporting Legal Non-Compliance," was created in accordance with applicable
SEC rules and NASDAQ listing requirements. A copy of this policy is available at the About Us/Investor Relations section
under Mission Statement/Corporate Governance on www.microchip.com.
Compensation Committee
Our Compensation Committee has oversight responsibility for the compensation and benefit programs for our
executive officers and other employees, and for administering our equity incentive and employee stock purchase plans adopted
by our Board of Directors. The responsibilities of our Compensation Committee are further described in the committee charter
which was amended and restated as of May 15, 2015. The committee charter is available at the About Us/Investor Relations
section under Mission Statement/Corporate Governance on www.microchip.com.
The Board of Directors has determined that all members of our Compensation Committee are independent directors as
defined by applicable SEC rules, NASDAQ listing standards and other requirements. For more information on our
Compensation Committee, please refer to the "Compensation Discussion and Analysis" at page 20.
5
Nominating and Governance Committee
Our Nominating and Governance Committee has the responsibility to help ensure that our Board is properly
constituted to meet its fiduciary obligations to our stockholders and Microchip and that we have and follow appropriate
governance standards. In so doing, the Nominating and Governance Committee identifies and recommends director candidates,
develops and recommends governance principles, and recommends director nominees to serve on committees of the Board of
Directors. The responsibilities of our Nominating and Governance Committee are further described in the committee charter, as
amended and restated as of May 19, 2014, which is available at the About Us/Investor Relations section under Mission
Statement/Corporate Governance on www.microchip.com. The Board of Directors has determined that all members of the
Nominating and Governance Committee are independent directors as defined by applicable SEC rules and NASDAQ listing
standards.
When considering a candidate for a director position, the Nominating and Governance Committee looks for
demonstrated character, judgment, relevant business, functional and industry experience, and a high degree of skill. The
Nominating and Governance Committee believes it is important that the members of the Board of Directors represent diverse
viewpoints. Accordingly, the Nominating and Governance Committee considers issues of diversity in identifying and
evaluating director nominees, including differences in education, professional experience, viewpoints, technical skills,
individual expertise, ethnicity and gender. The Nominating and Governance Committee evaluates director nominees
recommended by a stockholder in the same manner as it would any other nominee. The Nominating and Governance
Committee will consider nominees recommended by stockholders provided such recommendations are made in accordance
with procedures described in this proxy statement under "Requirements, Including Deadlines, for Receipt of Stockholder
Proposals for the 2016 Annual Meeting of Stockholders; Discretionary Authority to Vote on Stockholder Proposals" at page 43.
We do not pay any third party to identify or assist in identifying or evaluating potential nominees for director.
Attendance at the Annual Meeting of Stockholders
All directors are encouraged, but not required, to attend our annual meeting of stockholders. All directors attended our
fiscal 2015 annual meeting of stockholders on August 14, 2015.
REPORT OF THE AUDIT COMMITTEE (*)
Our Board of Directors has adopted a written charter setting out the purposes and responsibilities of the Audit
Committee. The Board of Directors and the Audit Committee review and assess the adequacy of the charter on an annual basis.
A copy of the Audit Committee Charter is available at the About Us/Investor Relations section under Mission Statement/
Corporate Governance on www.microchip.com.
Each of the directors who serves on the Audit Committee meets the independence and experience requirements of the
SEC rules and NASDAQ listing standards. This means that the Microchip Board of Directors has determined that no member
of the Audit Committee has a relationship with Microchip that may interfere with such member's independence from Microchip
and its management, and that all members have the required knowledge and experience to perform their duties as committee
members.
We have received from Ernst & Young LLP the written disclosure and the letter required by Rule 3526 of the Public
Company Accounting Oversight Board (Communication with Audit Committees Concerning Independence) and have discussed
with Ernst & Young LLP their independence from Microchip. We also discussed with Ernst & Young LLP all matters required
to be discussed by Public Company Accounting Oversight Board (PCAOB) standards. We have considered whether and
determined that the provision of the non-audit services rendered to us by Ernst & Young LLP during fiscal 2016 was compatible
with maintaining the independence of Ernst & Young LLP.
6
We have reviewed and discussed with management the audited annual financial statements included in Microchip's
Annual Report on Form 10-K for the fiscal year ended March 31, 2016 and filed with the SEC, as well as the unaudited
financial statements filed with Microchip's quarterly reports on Form 10-Q. We also met with both management and Ernst &
Young LLP to discuss those financial statements.
Based on these reviews and discussions, we recommended to the Board of Directors that Microchip's audited financial
statements be included in Microchip's Annual Report on Form 10-K for the fiscal year ended March 31, 2016 for filing with the
SEC.
By the Audit Committee of the Board of Directors:
Matthew W. Chapman (Chairman)
Esther L. Johnson
Wade F. Meyercord
________________________
(*) The Report of the Audit Committee is not "soliciting" material and is not deemed "filed" with the SEC, and is not
incorporated by reference into any filings of Microchip under the Securities Act of 1933 or the Securities Exchange Act of
1934, whether made before or after the date of this proxy statement and irrespective of any general incorporation language
contained in such filings.
Director Compensation
Procedures Regarding Director Compensation
The Board of Directors sets non-employee director compensation. Microchip does not pay employee directors for
services provided as a member of the Board of Directors. Our program of cash and equity compensation for non-employee
directors is designed to achieve the following goals: compensation should fairly pay directors for work required for a company
of Microchip's size and scope; compensation should align directors' interests with the long-term interests of stockholders;
compensation should be competitive so as to attract and retain qualified non-employee directors; and the structure of the
compensation should be simple, transparent and easy for stockholders to understand. Non-employee director compensation is
typically reviewed once per year to assess whether any adjustment is needed to further such goals. The Board of Directors has
not used outside consultants in setting non-employee director compensation.
Director Fees
Effective August 25, 2014, non-employee directors receive an annual retainer of $65,000, paid in quarterly
installments, and $3,000 for each meeting attended in person. Directors do not receive any additional compensation for
telephonic meetings of the Board of Directors, for meetings of committees of the Board, or for serving as a committee chair.
In addition, in connection with the special cash bonus program in recognition of Microchip’s achievement of 100
consecutive quarters of profitability under which each Microchip employee received one hour of pay for each year of
continuous service with a minimum of one hour of pay and a maximum of 25 hours of pay, each non-employee director
received one hour of pay for each year of continuous service as a non-employee director. Under this program, the non-
employee directors received from $74 to $740.
Equity Compensation
Under the terms of our 2004 Equity Incentive Plan, each non-employee director is automatically granted:
•
upon the date that the individual is first appointed or elected to the Board of Directors as a non-employee
director, that number of restricted stock units ("RSUs") equal to $160,000 (based on the fair market value of
our common stock on the grant date) which shall vest in equal 25% annual installments on each of the four
anniversaries of the tenth business day of the second month of our fiscal quarter in which the grant is made;
7
•
•
upon the date of our annual meeting, provided that the individual has served as a non-employee director for at
least three months on that date and has been elected by the stockholders to serve as a member of the Board of
Directors at that annual meeting, that number of RSUs equal to $84,000 (based on the fair market value of our
common stock on the grant date) which shall vest in equal 50% annual installments on each of the two
anniversaries of the tenth day of the second month of our fiscal quarter in which the grant is made; and
upon the date of our 2015 annual meeting, provided the individual has served as a non-employee director for
at least five years on that date and has been elected by the stockholders to serve as a member of the Board of
Directors at that annual meeting, that number of RSUs equal to $100,000 (based on the fair market value of
our common stock on the grant date) which shall vest in equal 25% annual installments on each of the four
anniversaries of the tenth day of the second month of our fiscal quarter in which the grant is made.
All vesting of the above grants is contingent upon the non-employee director maintaining his or her continued status as
a non-employee director through the applicable vesting date.
In accordance with the foregoing, on August 14, 2015, each of Mr. Chapman, Mr. Day, Ms. Johnson and
Mr. Meyercord was granted 1,940 RSUs, and each of Mr. Chapman, Mr. Day and Mr. Meyercord was granted an additional
2,310 RSUs.
The following table details the total compensation for Microchip's non-employee directors for fiscal 2016:
DIRECTOR COMPENSATION
Name
Steve Sanghi (2)
Matthew W. Chapman
L.B. Day
Esther L. Johnson
Wade F. Meyercord
Fees
Earned or
Paid
in Cash
Stock
Awards(1)
Option
Awards
Non-Equity
Incentive Plan
Compensation
All Other
Compensation
Total
$
— $
— $
— $
— $
— $
—
77,000
77,000
77,000
77,000
167,840
167,840
79,113
167,840
—
—
—
—
—
—
—
—
—
—
—
—
244,840
244,840
156,113
244,840
(1) The stock award of 1,940 RSUs to each of the directors on August 14, 2015 had a fair value on the grant date of $40.78
per share and a market value on the grant date of $43.29 per share with an aggregate market value of each award of
approximately $84,000. The stock award of 2,310 RSUs to each of Messrs. Chapman, Day and Meyercord on
August 14, 2015 had a fair value on the grant date of $38.41 per share and a market value on the grant date of $43.29 per
share with an aggregate market value of each award of approximately $100,000.
(2) Mr. Sanghi, our Chief Executive Officer and Chairman of the Board, does not receive any additional compensation for
his service as a member of the Board of Directors.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is currently comprised of Mr. Meyercord (Chair) and Mr. Day. Each such person is an
independent director. Neither Mr. Day nor Mr. Meyercord had any related-party transaction with Microchip during fiscal 2016
other than compensation for service as a director. In addition, neither of such directors has a relationship that would constitute a
compensation committee interlock under applicable SEC rules. During fiscal 2016, no Microchip executive officer served on
the compensation committee (or equivalent) or the board of directors of another entity whose executive officer(s) served either
on Microchip's Compensation Committee or Board of Directors.
8
CERTAIN TRANSACTIONS
During fiscal 2016, Microchip had no related-party transactions within the meaning of applicable SEC rules.
Pursuant to its charter, the Audit Committee reviews issues involving potential conflicts of interest and reviews and
approves all related-party transactions as contemplated by NASDAQ and SEC rules and regulations. The Audit Committee
may consult with the Board of Directors regarding certain conflict of interest matters that do not involve a member of the
Board.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) and related rules under the Securities Exchange Act of 1934 require our directors, executive officers and
stockholders holding more than 10% of our common stock to file reports of holdings and transactions in Microchip stock with
the SEC and to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such
forms received by us during fiscal 2016, and written representations from our directors and executive officers that no other
reports were required, we believe that all Section 16(a) filing requirements applicable to our directors, executive officers and
stockholders holding more than 10% of our common stock were met for fiscal 2016.
9
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board currently consists of five directors: Steve Sanghi, Matthew W. Chapman, L.B. Day, Esther L. Johnson and
Wade F. Meyercord. Unless proxy cards are otherwise marked, the persons named in the proxy card will vote such proxy for
the election of the nominees named below. Each of the nominees is currently serving as a director and has agreed to continue
serving if re-elected. If any of the nominees becomes unable or declines to serve as a director at the time of the annual meeting,
the persons named in the proxy card will vote such proxy for any nominee designated by the current Board of Directors to fill
the vacancy. We do not expect that any of the nominees will be unable or will decline to serve as a director.
Our Board of Directors has determined that each of the following nominees for director is an independent director as
defined by applicable SEC rules and NASDAQ listing standards: Mr. Chapman, Mr. Day, Ms. Johnson and Mr. Meyercord.
The term of office of each person who is elected as a director at the annual meeting will continue until the 2017 annual
meeting of stockholders and until a successor has been elected and qualified.
Vote Required; Board Recommendation
A nominee for director in an uncontested election shall be elected to the Board of Directors if the votes cast for such
nominee's election exceed the votes cast against such nominee's election (with votes cast excluding abstentions, withheld notes
or broker non-votes).
The Board of Directors unanimously recommends that stockholders vote FOR the nominees listed below.
Information on Nominees for Director (as of June 30, 2016)
Name
Steve Sanghi
Matthew W. Chapman
L.B. Day
Esther L. Johnson
Wade F. Meyercord
Age
60
65
71
64
75
Position(s) Held
Chief Executive Officer and
Chairman of the Board
Director
Director
Director
Director
Steve Sanghi has served as Chief Executive Officer since October 1991, and Chairman of the Board since October
1993. He served as President from August 1990 to February 2016 and has served as a director since August 1990. From May
2004 through March 2014, when Xyratex Ltd. was acquired by Seagate Technology plc., he was a member of the Board of
Directors of Xyratex Ltd., a publicly held U.K. company that specializes in storage and network technology. From May 2007
until April 2016, Mr. Sanghi served as a director of FIRST Organization, a not-for-profit public charity founded in 1989 to
develop young people's interest in science and technology. From October 2013 through July 2014 when Hittite Microwave
Corporation, a publicly held semiconductor company, was acquired, Mr. Sanghi was a member of the Board of Directors of
Hittite Microwave Corporation.
The Board of Directors concluded that Mr. Sanghi should be nominated to serve as a director since he has served as
CEO of Microchip for over 20 years and has provided very strong leadership to Microchip over this period. The Board of
Directors believes that Mr. Sanghi's management skills have been instrumental to Microchip's extraordinary growth and
profitability over the past 20 years and to the strong position Microchip has attained in its key markets.
10
Matthew W. Chapman has served as a director of Microchip since May 1997. Since December 2006, he has served as
Chief Executive Officer of Northwest Evaluation Association, a not-for-profit education services organization providing
computer adaptive testing for millions of students throughout the United States and in 140 other countries. In his career,
Mr. Chapman has served as CEO and Chairman of Concentrex Incorporated, a publicly held company specializing in supplying
software solutions and service to U.S. financial institutions. Mr. Chapman also serves on the Board of Directors of the Oregon
Business Association and Knowledge Alliance, and on the Board of Regents of the University of Portland.
The Board of Directors concluded that Mr. Chapman should be nominated to serve as a director due to his significant
CEO level experience at several corporations. The Board of Directors also recognizes Mr. Chapman's experience in financial
matters and that his background establishes him as an audit committee financial expert under applicable rules and makes him
well suited to serve on the Board of Directors’ nominating and governance committee.
L.B. Day has served as a director of Microchip since December 1994. Mr. Day serves as President of L.B. Day &
Company, Inc., a consulting firm whose parent company he co-founded in 1977, which provides strategic planning, strategic
marketing and organization design services to the elite of the technology world. He has written on strategic planning and is
involved with competitive factor assessment in the semiconductor and other technology market segments, geared to helping
client organizations incorporate competitive factor assessment findings into their strategic plans. He has served as a board
member or as an advisor to many public and private boards.
The Board of Directors concluded that Mr. Day should be nominated to serve as a director due to his significant
experience in corporate management and strategic matters. In particular, through his consulting practice, Mr. Day has been a
key strategic advisor to a number of large public corporations. The Board of Directors also recognizes Mr. Day's experience in
financial matters. The Board of Directors believes that Mr. Day's background makes him well suited to serve on the Board of
Directors' nominating and governance committee and compensation committee.
Esther L. Johnson has served as a director of Microchip since October 2013. From April 2007 until her April 2012
retirement, Ms. Johnson served as the Vice President and General Manager of Carrier Electronics, a provider of high
technology heating, air-conditioning and refrigeration solutions, and a part of United Technology Corporation, a publicly held
company that provides high technology products and services to the aerospace and building systems industries. Prior to her
position as Vice President and General Manager, since 1983, Ms. Johnson held a variety of other management positions with
Carrier Electronics, including Director of Operations and Global Supply Chain Manager. Ms. Johnson was instrumental in
Carrier being recognized by Industry Week as one of the "Top 10 Factories in North America." She has served as a board
member on multiple private company boards.
The Board of Directors concluded that Ms. Johnson should be nominated to serve as a director due to her significant
executive level experience in the technology industry. The Board of Directors also recognizes the knowledge and experience
Ms. Johnson has gained through her service on the boards of various private companies. The Board of Directors also
recognizes Ms. Johnson's experience in financial matters. The Board of Directors believes that Ms. Johnson's background
makes her well suited to serve on the Board of Directors' audit committee and nominating and governance committee.
Wade F. Meyercord has served as a director of Microchip since June 1999. Since October 2002, he has served as
President of Meyercord & Associates, Inc., a privately held management consulting firm specializing in executive
compensation matters and stock plan consulting for technology companies, a position he previously held part time beginning in
1987. Mr. Meyercord served as a member of the Board of Directors of Endwave Corporation, a publicly held company, from
March 2004 until it was acquired in 2011. Mr. Meyercord served as a member of the Board of Directors of California Micro
Devices Corporation, a publicly held company, from January 1993 to October 2009 and Magma Design Automation, Inc., a
publicly held company, from January 2004 to June 2005.
The Board of Directors concluded that Mr. Meyercord should be nominated to serve as a director due to his significant
experience as a senior executive and board member of a number of companies in the technology industry. Mr. Meyercord
gained further industry experience through his consulting practice. The Board of Directors believes that Mr. Meyercord's
background makes him well suited to serve on the Board of Directors' nominating and governance committee and
compensation committee. The Board of Directors also recognizes his experience in financial matters and that his background
establishes him as an audit committee financial expert under applicable rules.
11
PROPOSAL TWO
RE-APPROVAL OF EXECUTIVE MANAGEMENT INCENTIVE COMPENSATION PLAN
In May 2016, our Board of Directors approved our Executive Management Incentive Compensation Plan, as amended
(the “EMICP”), subject to the approval of our stockholders at the annual meeting. Our stockholders previously approved the
EMICP at our 2011 annual meeting. Under Internal Revenue Service rules, we are required to obtain stockholder re-approval
of the EMICP every five years to continue to qualify payments under the EMICP as fully deductible performance-based
compensation under Internal Revenue Code Section 162(m) ("Section 162(m)"). Accordingly, this proposal asks our
stockholders to approve the material terms of the EMICP. If stockholder approval is not obtained, we will cease making any
payments under the EMICP.
The purpose of the EMICP is to motivate our executives to achieve corporate or business unit performance objectives
and to reward them when those objectives are satisfied.
Background
Section 162(m) disallows a deduction to Microchip for any compensation paid to a "covered employee" in excess of
$1 million per year, subject to certain exceptions. In general, "covered employees" includes the chief executive officer and the
three most highly compensated executive officers of Microchip who are employed by Microchip and are officers at the end of
the tax year. Among other exceptions, the deduction limit does not apply to compensation that meets the specified
requirements for "performance-based compensation." In general, those requirements include the establishment of objective
performance goals for the payment of such compensation by a committee of the Board of Directors composed solely of two or
more outside directors, stockholder approval of the material terms of such compensation prior to payment, and certification by
the committee that the performance goals for the payment of such compensation have been achieved prior to payment.
The Board of Directors believes that it is in the best interests of Microchip and its stockholders to continue to enhance
the ability of Microchip to attract and retain executives by continuing to provide annual and, if deemed appropriate, long-term
incentive compensation bonus awards to certain officers that would qualify as "performance-based compensation" under
Section 162(m), while at the same time obtaining the highest level of deductibility of compensation paid to covered employees.
The following paragraphs provide a summary of the principal features of the EMICP. The EMICP is attached as
Appendix A to this Proxy Statement and the description below is qualified in its entirety by reference to Appendix A.
Description of the Executive Management Incentive Compensation Plan.
Eligibility. Participants in the EMICP are executive officers who are chosen solely at the discretion of the
Compensation Committee. Our Chief Executive Officer and all of our other executive officers are eligible to be considered for
participation in the EMICP. Because our executive officers are eligible to receive awards under the EMICP, our executive
officers have an interest in this proposal. No person is automatically entitled to participate in the EMICP in any EMICP
year. Microchip may also pay discretionary bonuses, or other types of compensation, outside of the EMICP.
Purpose. The purpose of the EMICP is to motivate the participants to achieve our corporate and business unit
performance objectives and to reward them when those objectives are satisfied.
Administration. The EMICP is administered by the Compensation Committee, consisting of no fewer than two
members of the Board.
12
Determination of Awards. Under the EMICP, participants are eligible to receive awards based upon the attainment and
certification of certain performance criteria established by the Compensation Committee. The performance criteria the
Compensation Committee may choose from include one or more of the following:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
cash flow (including operating cash flow or free cash flow) or cash flow margin
cash position
revenue (on an absolute basis or adjusted for currency effects)
gross margin
operating margin
operating expenses or operating expenses as a percentage of revenue
earnings (which may include, without limitation, earnings before interest and taxes, earnings before taxes and
earnings before income, taxes, depreciation and amortization)
earnings per share
operating income (or operating income as a percentage of revenue)
net income
stock price
return on equity
total stockholder return
growth in stockholder value relative to a specified publicly reported index (such as the S&P 500 Index)
return on capital
return on assets or net assets
return on investment
economic value added
• market share
•
•
•
•
•
•
•
•
•
contract awards or backlog
overhead or other expense reduction
credit rating
objective customer indicators (including, without limitation, a customer satisfaction rating)
new product invention or innovation
attainment of research and development milestones
improvements in productivity
attainment of objective operating goals
objective employee metrics
13
The performance measures listed above may apply to either Microchip as a whole or, except with respect to
stockholder return metrics, to a region, business unit, affiliate or business segment, and may be measured either on an absolute
basis, relative to a pre-established target, to a previous period's results, to a designated comparison group or to another
performance measure in each case as specified by the Compensation Committee. Financial performance measures may be
determined in accordance with United States Generally Accepted Accounting Principles ("GAAP"), in accordance with
accounting principles established by the International Accounting Standards Board ("IASB Principles") or may be adjusted by
our Compensation Committee when established to exclude or include any items otherwise includable or excludable,
respectively, under GAAP or under IASB Principles.
Our Compensation Committee shall appropriately adjust any evaluation of performance under a performance criterion
to exclude (i) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in
management’s discussion and analysis of financial conditions and results of operations appearing in Microchip's reporting with
the SEC for the applicable year, and (ii) the effect of any changes in accounting principles affecting Microchip's or a business
units' reported results.
Our Compensation Committee retains the discretion to reduce or eliminate any award that would otherwise be payable
pursuant to the EMICP.
Payment of Awards. All awards are paid in cash as soon as is practicable following determination of the award, unless
Microchip establishes a plan to permit deferral of bonus amounts, in which case awards will be paid pursuant to the timing
requirements of that plan and applicable law. The Compensation Committee may also defer the payment of awards in its
discretion, as necessary or desirable to preserve the deductibility of such awards under Section 162(m).
Maximum Award. The amounts that will be paid pursuant to the EMICP are not currently determinable. The
maximum bonus payment that any participant may receive under the EMICP in any performance period (which can be a fiscal
quarter, a fiscal year or a longer period not exceeding five fiscal years) is $2,500,000. For the amounts of the payments made
under the EMICP to named executive officers in the past three fiscal years, please refer to the Summary Compensation Table
located in the section "Compensation of Named Executive Officers."
Amendment and Termination. The Compensation Committee may amend, suspend or terminate the EMICP, in whole
or in part, at any time, including the adoption of amendments deemed necessary or desirable to correct any defect or supply
omitted data or reconcile any inconsistency in the EMICP or in any award granted thereunder.
Indemnification. Our Board of Directors and Compensation Committee are generally indemnified by Microchip for
any liability arising from claims relating to the EMICP.
Federal Income Tax Consequences. Under present federal income tax law, participants will recognize ordinary
income equal to the amount of the award received in the year of receipt. That income will be subject to applicable income and
employment tax withholding by Microchip. If and to the extent that the EMICP payments satisfy the requirements of
Section 162(m) and otherwise satisfy the requirements for deductibility under federal income tax law, we will receive a tax
deduction for the amount constituting ordinary income to the participant.
Awards to be Granted to Certain Individuals and Groups. Awards under the EMICP are determined based on actual
future performance, so future actual awards cannot now be determined.
Vote Required; Board Recommendation
An affirmative vote of a majority of the shares of our common stock present in person or represented by proxy and
entitled to vote at our annual meeting is required to re-approve our EMICP. Abstentions will have the same effect as voting
against this proposal. Broker "non-votes" are not counted for purposes of re-approving our EMICP and thus will not affect the
outcome of the voting on such proposal.
The Board of Directors unanimously recommends a vote "FOR" Proposal Two, the re-approval of our
Executive Management Incentive Compensation Plan.
14
PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board of Directors has appointed Ernst & Young LLP, independent registered public
accounting firm, to audit our consolidated financial statements for the fiscal year ending March 31, 2016. Ernst & Young LLP
has audited our financial statements since the fiscal year ended March 31, 2002 and has served as our independent registered
public accounting firm since June 2001. The partner in charge of our audit is rotated every five years. Other partners and non-
partner personnel are rotated on a periodic basis as required.
We anticipate that a representative of Ernst & Young LLP will be present at the annual meeting, will have the
opportunity to make a statement if he or she desires and will be available to respond to appropriate questions. Stockholder
ratification of the appointment of Ernst & Young LLP is not required by our Bylaws or applicable law. However, our Board of
Directors chose to submit such appointment to our stockholders for ratification. In the event of a negative vote on such
ratification, the Audit Committee will reconsider its selection.
Fees Paid to Independent Registered Public Accounting Firm
Audit Fees
This category includes fees associated with our annual audit, the reviews of our quarterly reports on Form 10-Q, and
statutory audits required internationally. This category also includes advice on audit and accounting matters that arose during,
or as a result of, the audit or the review of our interim financial statements, statutory audits and the assistance with review of
our SEC registration statements. This category also included fees associated with the audit of our internal control over
financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002. The aggregate fees billed or to be billed by
Ernst & Young LLP in each of the last two fiscal years for such services were approximately $3,525,475 for fiscal 2016 and
$2,756,220 for fiscal 2015. Our audit fees in fiscal 2016 were higher than our audit fees in fiscal 2015 due to our acquisition of
Micrel and associated audit procedures performed by Ernst & Young LLP in connection with the testing of our allocation of the
purchase price of this acquisition.
Audit-Related Fees
This category includes fees associated with employee benefit plan audits, internal control reviews, accounting
consultations and attestation services that are not required by statute or regulation. There were no fees billed by Ernst & Young
LLP for such services in each of the last two fiscal years.
Tax Fees
This category includes fees associated with tax return preparation, tax advice and tax planning. The aggregate fees
billed or to be billed by Ernst & Young LLP in either of the last two fiscal years for such services were approximately $830,885
for fiscal 2016 and $439,767 for fiscal 2015.
All Other Fees
This category includes fees for support and advisory services not related to audit services or tax services. There were
no such fees in fiscal 2016 or fiscal 2015.
15
Our Audit Committee pre-approves all audit and permissible non-audit services provided by our independent
registered public accounting firm. These services may include audit services, audit-related services, tax services and other
services. The Audit Committee has adopted a policy for the pre-approval of services provided by our independent registered
public accounting firm. Under the policy, pre-approval is generally provided for up to one year, and any pre-approval is
detailed as to the particular service or category of services and is subject to a specific budget or limit. The Audit Committee
may also pre-approve particular services on a case-by-case basis. The Chairman of the Audit Committee has the delegated
authority from the Audit Committee to pre-approve a specified level of services, and such pre-approvals are then
communicated to the full Audit Committee at its next scheduled meeting. During fiscal 2016, all audit and non-audit services
rendered by Ernst & Young LLP were approved in accordance with our pre-approval policy.
Our Audit Committee has determined that the non-audit services rendered by Ernst & Young LLP during fiscal 2016
and fiscal 2015 were compatible with maintaining the independence of Ernst & Young LLP.
Vote Required; Board Recommendation
The affirmative vote of a majority of the votes cast on the proposal at the annual meeting is required to approve the
ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the
fiscal year ending March 31, 2017. Abstentions will have the same effect as a vote against this proposal.
Upon the recommendation of our Audit Committee, our Board of Directors unanimously recommends that
stockholders vote "FOR" Proposal Three, the ratification of our independent registered public accounting firm, as
described in this Proxy Statement.
16
PROPOSAL FOUR
APPROVAL OF EXECUTIVE COMPENSATION
As contemplated in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank
Act"), Section 14A of the Securities Exchange Act of 1934 enables our stockholders to vote to approve, on an advisory (non-
binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the
SEC's rules (commonly referred to as a "Say-on-Pay").
As described under the heading "Executive Compensation — Compensation Discussion and Analysis," our
executive compensation program is a comprehensive package designed to motivate our executive officers to achieve our
corporate objectives and is intended to be competitive and allow us to attract and retain highly qualified executive officers. We
believe that the various elements of our executive compensation program work together to promote our goal of ensuring that
total compensation should be related to both our performance and individual performance.
Stockholders are urged to read the "Compensation Discussion and Analysis" section of this Proxy Statement,
beginning on page 20, which discusses how our executive compensation policies implement our compensation philosophy, and
the "Compensation of Named Executive Officers" section of this Proxy Statement, which contains tabular information and
narrative discussion about the compensation of our named executive officers. These sections provide additional details about
our executive compensation programs, including information about the fiscal 2016 compensation of our named executive
officers. The Compensation Committee and our Board of Directors believe that these policies are effective in implementing
our compensation philosophy and in achieving our goals.
We are asking our stockholders to indicate their support for our executive compensation as described in this Proxy
Statement. This Say-on-Pay proposal gives our stockholders the opportunity to express their views on our named executive
officers' compensation. This vote is not intended to address any specific item of compensation, but rather the overall
compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.
Accordingly, we are asking our stockholders to approve, on an advisory basis, the compensation of the named executive
officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the
Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures.
The Say-on-Pay vote is advisory, and therefore not binding on us, the Compensation Committee or our Board of
Directors. However, our Board of Directors and our Compensation Committee value the opinions of our stockholders and to
the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement,
we will consider our stockholders' concerns and the Compensation Committee will evaluate whether any actions are necessary
to address those concerns. Our current policy is to provide stockholders with an opportunity to approve the compensation of
our named executive officers each year at our annual meeting of stockholders. Thus, it is expected that the next such vote will
occur at our 2017 annual meeting.
Vote Required; Board Recommendation
The affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting is required to approve the
compensation of our named executive officers on an advisory (non-binding) basis. Abstentions will have the same effect as a
vote against this proposal. Broker "non-votes" are not counted for purposes of approving the compensation of our named
executive officers on an advisory (non-binding) basis and thus will not affect the outcome of the voting on such proposal.
Our Board of Directors unanimously recommends voting "FOR" Proposal Four, the approval, on an advisory
(non-binding) basis, of the compensation of our named executive officers, as described in this Proxy Statement.
17
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS,
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning the beneficial ownership of our common stock as of May 20,
2016 for: (a) each director, (b) our CEO, our CFO and the three other most highly compensated executive officers named in the
Summary Compensation Table, (c) all directors and executive officers as a group, and (d) each person who is known to us to
own beneficially more than 5% of our common stock. Except as otherwise indicated in the footnotes to this table, and subject
to applicable community property laws and joint tenancies, the persons named in this table have sole voting and investment
power with respect to all shares of common stock held by such person:
Name and Address of Beneficial Owner
Number of Shares
Beneficially Owned (1)
Percent of
Common Stock (1)
The Vanguard Group, Inc. (2)
T. Rowe Price Associates, Inc.(3)
Wells Fargo & Co. (4)
Massachusetts Financial Services Company (5)
BlackRock, Inc. (6)
Steve Sanghi (7)
Matthew W. Chapman (8)
L.B. Day (9)
Esther L. Johnson
Wade F. Meyercord (10)
J. Eric Bjornholt (11)
Stephen V. Drehobl
Mitchell R. Little
Ganesh Moorthy (12)
All directors and executive officers as a group (10 people) (13)
17,182,572
15,917,514
14,822,716
12,158,462
11,846,697
4,864,064
39,809
18,307
2,864
35,243
16,319
17,539
13,245
188,012
5,266,877
8.0
7.4
6.9
5.7
5.5
2.3
*
*
*
*
*
*
*
*
2.5
* Represented less than 1% of the outstanding shares of common stock as of May 20, 2016. Our shares of common stock
outstanding at May 20, 2016 were 214,841,694.
(1) For each individual and group included in the table, the number of shares beneficially owned includes shares of common
stock issuable to the identified individual or group pursuant to stock options that are exercisable within 60 days of May 20,
2016. There are no stock purchase rights or RSUs that will vest within 60 days of May 20, 2016. In calculating the
percentage of ownership of each individual or group, share amounts that are attributable to options that are exercisable
within 60 days of May 20, 2016 are deemed to be outstanding for the purpose of calculating the percentage of shares of
common stock owned by such individual or group but are not deemed to be outstanding for the purpose of calculating the
percentage of shares of common stock owned by any other individual or group.
18
(2) Address is 100 Vanguard Boulevard, Malvern, PA 19355. All information is based solely on the Schedule 13G filed by
The Vanguard Group, Inc. on February 10, 2016, with the exception of the percentage of common stock held which is
based on shares outstanding at May 20, 2016. Such Schedule 13G indicates that The Vanguard Group, Inc. (i) has sole
power to dispose of or direct the disposition of 16,779,681 shares of common stock and shared power to dispose of or
direct the disposition of 402,891 shares of common stock; and (ii) has sole power to vote or direct the vote of 382,004
shares of common stock and shared power to vote or direct the vote of 20,000 shares of common stock.
(3) Address is 100 E. Pratt Street, Baltimore, Maryland 21202. All information is based solely on the Schedule 13G filed by T.
Rowe Price Associates, Inc. on February 12, 2016, with the exception of the percentage of common stock held which is
based on shares outstanding at May 20, 2016. Such Schedule 13G indicates that T. Rowe Price Associates, Inc. (i) has sole
power to dispose of or direct the disposition of 15,917,514 shares of common stock; and (ii) has sole power to vote or
direct the vote of 5,564,140 shares of common stock.
(4) Address is 420 Montgomery Street, San Francisco, CA 94104. All information is based solely on the Schedule 13G filed
by Wells Fargo & Co. on February 5, 2016, with the exception of the percentage of common stock held which is based on
shares outstanding at May 20, 2016. Such Schedule 13G indicates that Wells Fargo & Co. (i) has sole power to dispose of
or direct the disposition of 158,029 shares of common stock and shared power to dispose of or direct the disposition of
14,664,487 shares of common stock; and (ii) has sole power to vote or direct the vote of 158,029 shares of common stock
and shared power to vote or direct the vote of 13,838,223 shares of common stock.
(5) Address is 111 Huntington Avenue, Boston, MA 02199. All information is based solely on the Schedule 13G filed by
Massachusetts Financial Services Company ("MFS") on February 11, 2016, with the exception of the percentage of
common stock held, which is based on shares outstanding at May 20, 2016. Such Schedule 13G indicates that MFS (i) has
sole power to dispose of or direct the disposition of 12,158,462 shares of common stock; and (ii) has sole power to vote or
direct the vote of 10,833,786 shares of common stock.
(7)
(6) Address is 55 East 52nd Street, New York, NY 10055. All information is based solely on the Schedule 13G filed by
BlackRock, Inc. on February 10, 2016 with the exception of the percentage of common stock held which is based on
shares outstanding at May 20, 2016. Such Schedule 13G indicates that BlackRock, Inc. (i) has sole power to dispose of or
direct the disposition of 11,846,697 shares of common stock; and (ii) has sole power to vote or direct the vote of
10,123,203 shares of common stock.
Includes 1,911,128 shares held of record by The Sanghi Trust (the "Sanghi Trust") and 2,952,936 shares held of record by
The Sanghi Family Limited Partnership (the "Family Limited Partnership"). Steve Sanghi and Maria T. Sanghi are the sole
trustees of the Sanghi Trust. The Sanghi Trust is the sole member of the Sanghi LLC which is the sole general partner of
the Family Limited Partnership.
Includes 12,000 shares issuable upon exercise of options that are exercisable within 60 days of May 20, 2016.
Includes 12,000 shares issuable upon exercise of options that are exercisable within 60 days of May 20, 2016.
(9)
(8)
(10) Includes 20,243 shares held of record by Wade F. Meyercord and Phyllis Meyercord as trustees, and 15,000 shares issuable
upon exercise of options that are exercisable within 60 days of May 20, 2016.
(11) Includes 16,319 shares held of record by J. Eric Bjornholt and Lynn Bjornholt as trustees.
(12) Includes 188,012 shares held of record by Ganesh Moorthy and Hema Moorthy as trustees.
(13) Includes an aggregate of 39,000 shares issuable upon exercise of options that are exercisable within 60 days of May 20, 2016.
19
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Overview of the Compensation Program
The Compensation Committee of our Board of Directors, presently comprised of Mr. Day and Mr. Meyercord, reviews
the performance of our executive officers and makes compensation decisions regarding our executive officers. Our policies for
setting compensation for each of our named executive officers (CEO, CFO, and our three other most highly paid executive
officers) are the same as those for the rest of our executive officers. Our compensation program is a comprehensive package
designed to motivate the executive officers to achieve our corporate objectives and is intended to be competitive and allow us
to attract and retain highly qualified executive officers. In general, the types of compensation and benefits provided to our
executive officers are similar to those provided to a broad base of Microchip employees, and include salary, cash bonuses,
RSUs, and other benefits described below.
Our Executive Compensation Policy and Objectives
Our compensation policy for executive officers, including our named executive officers, and key employees is based
on a "pay-for-performance" philosophy. This "pay-for-performance" philosophy emphasizes variable compensation, primarily
by placing a large portion of pay at risk. We believe that this philosophy meets the following objectives:
•
•
•
•
•
•
rewards performance that may contribute to increased stockholder value,
attracts, retains, motivates and rewards individuals with competitive compensation opportunities,
aligns an executive officer's total compensation with our business objectives,
fosters a team environment among our management that focuses their energy on achieving our financial and
business objectives consistent with Microchip's "guiding values,"
balances short-term and long-term strategic goals, and
builds and encourages ownership of our common stock.
Decisions regarding cash and equity compensation also include subjective determinations and consideration of various
factors with the weight given to a particular factor varying from time to time and in various individual cases, such as an
executive officer's experience in the industry and the perceived value of the executive officer's position to Microchip as a
whole.
We believe that the overall compensation levels for our executive officers, including our named executive officers, in
fiscal 2016 were consistent with our "pay-for-performance" philosophy and were commensurate with our fiscal 2016
performance.
Executive Compensation Process
The Compensation Committee evaluates and establishes the compensation of our executive officers, including the
named executive officers. The Compensation Committee seeks input from Mr. Sanghi when discussing the performance of,
and compensation levels for, the executive officers other than himself. Mr. Sanghi does not participate in deliberations relating
to his own compensation.
The Compensation Committee designs our executive compensation program to be competitive with those of other
companies in the semiconductor or related industries in our market. The Compensation Committee determines appropriate
levels of compensation for each executive officer based on their level of responsibility within the organization, performance,
and overall contribution. After such determination, the Compensation Committee makes allocations between long-term and
short-term as well as the cash and non-cash elements of compensation. Microchip's financial and business objectives, the
20
salaries of executive officers in similar positions with comparable companies and individual performance are considered in
making these determinations. To the extent compensation information is reviewed for other companies, it is obtained from
published materials such as proxy statements, and information gathered from such companies directly. We do not engage
consultants to conduct such review process for us or utilize a specific peer group.
The executive officer compensation process begins with consideration of Microchip's overall budget for employee
compensation. The Compensation Committee considers the budgeted salary data and individual executive officer salary
increases are determined with the goal of keeping the executive officer salary increases within the budgeted range for other
employees. In setting salaries for executive officers, the Compensation Committee may consider relevant industry data but
does not target any overall industry percentage level or peer group average.
Microchip's compensation budget is created as part of its annual and quarterly operating plan processes under which
business and financial objectives are initially developed by our executive officers, in conjunction with their respective business
units, and then discussed with and approved by our CEO. These objectives are then reviewed by our Board of Directors and
are the overall financial and business objectives on which incentive compensation is based.
The Compensation Committee sets the compensation of our Chairman and CEO, Mr. Sanghi, in the same manner as
each of our other executive officers. In particular, the Compensation Committee considers Mr. Sanghi's level of responsibility,
performance, and overall contribution to the results of the organization. The Compensation Committee also considers the
compensation of CEOs of other companies in the semiconductor or related industries in our market. Mr. Sanghi participates in
the same cash incentive, equity incentive and benefit programs as our other executive officers. For example, his compensation
is subject to the same performance metrics as our other executive officers under our EMICP program. The Compensation
Committee recognizes that Mr. Sanghi's total compensation package is significantly higher than that of our other executive
officers and the Compensation Committee believes this is appropriate in consideration of Mr. Sanghi's superior leadership of
Microchip over a long period of time. In particular, the Compensation Committee believes that Mr. Sanghi's leadership has
been key to the substantial revenue and profitability growth, strong market position and substantial increase in the market value
of Microchip since taking Microchip public in 1993, and to leading Microchip's strong performance relative to others in the
industry over a number of years.
For fiscal 2016, the Compensation Committee reviewed and approved the total compensation package of all of our
executive officers, including the elements of compensation discussed below, and determined the amounts to be reasonable and
competitive.
At our last annual meeting of stockholders held in August 2015, our stockholders approved an advisory (non-binding)
proposal concerning our executive compensation program with approximately 97.3% of the votes cast in favor of the proposal.
The Compensation Committee considered the results of this vote in establishing the compensation program for fiscal 2017.
Elements of Compensation
Our executive compensation program is currently comprised of four major elements:
•
•
•
•
annual base salary,
incentive cash bonuses,
equity compensation, and
compensation and employee benefits generally available to all of our employees.
The retirement benefits and other benefits offered to our executive officers are largely the same as those we provide to
a broad base of employees. While our executive officers' level of participation in our management incentive compensation
plans and equity incentive plans is typically higher than for our non-executive employees, based on the officers' level of
responsibility and industry experience, the plans in which our executive officers are eligible to participate are very similar to
21
those for many of our other employees. The Compensation Committee reviews each element of compensation separately and
total compensation as a whole, other than those benefits which are available to all employees. The Compensation Committee
determines the appropriate mix of elements to meet our compensation objectives and to help ensure that we remain competitive
with the compensation practices in our industry and market.
Although our executive officers are entitled to certain severance and change of control benefits (as described below),
the Compensation Committee does not consider such benefits to be elements of compensation for purposes of annual
compensation reviews because such benefits may never be paid.
Base Salaries. Since fiscal 2014, salary reviews for executive and non-executive employees have been conducted on a
quarterly basis. Also, the budget for salary increases is established each quarter with any increases determined each quarter on
a discretionary basis based on the performance reviews of the employees. When setting base salaries, we review the business
and financial objectives for Microchip as a whole, as well as the objectives for each of the individual executive officers relative
to their respective areas of responsibility. In particular, we consider our overall revenue growth and revenue growth in our
strategic product lines, non-GAAP gross margins, non-GAAP operating expenses, non-GAAP net income per diluted share,
cash generation, expected capital expenditures and other financial considerations in setting our budgets for salaries. We also
consider the individual performance of our named executive officers including the officer's level of responsibility, performance,
overall contribution to the results of the organization, the officer's base salary relative to the salaries of our other officers, salary
relative to comparable positions in the industry and market, the officer's overall compensation including incentive cash bonuses
and equity compensation and the officer's performance relative to expectations. We do not assign any specific weight to any
such factor but consider such factors as a whole for each executive. This review encompasses the objectives for both the
immediately preceding fiscal year and the upcoming fiscal year.
After consideration of the factors described above, the base salaries for our named executive officers other than our
CEO were increased by an average of approximately 2.9% over the course of fiscal 2016. Effective June 8, 2015, our CEO's
base salary was increased by 3.0%. In addition, in connection with his promotion to President of Microchip, Mr. Moorthy's
base salary was further increased from approximately $313,914 to $400,000 effective February 3, 2016. The budget for salary
increases for our U.S. employee base over the course of fiscal 2016 was 1.0%.
Incentive Cash Bonuses. The Compensation Committee sets performance goals which, if met, result in quarterly
payments to our executive officers under the EMICP. Executive officers may also receive quarterly payments under the
Discretionary Management Incentive Compensation Plan ("DMICP"). The Compensation Committee establishes performance
goals which it believes are challenging, require a high level of performance and motivate participants to drive stockholder
value, but which goals are expected to be achievable in the context of business conditions anticipated at the time the goals are
set. When setting the performance goals, the Compensation Committee places more emphasis on the overall expected financial
performance of Microchip rather than on the achievement of any one individual goal. The Compensation Committee believes
that this focus on the overall payout incentivizes outstanding performance across the corporation and drives the overall
financial success of the corporation. The Compensation Committee uses the DMICP to help achieve the overall objectives of
the performance bonus program.
The performance metrics under the EMICP are determined by the Compensation Committee at the beginning of each
quarter so that such compensation may qualify as performance-based compensation within the meaning of Rule 162(m) under
the Internal Revenue Code. The metrics may be based on either GAAP or non-GAAP financial results at the discretion of the
Compensation Committee. The Compensation Committee typically uses non-GAAP information when setting the targets
because it believes such targets are more useful in understanding our operating results due to the exclusion of non-cash, and
other charges that many investors feel may obscure our underlying operating results. The earnings per share metric changes
each quarter. Each of the other performance metrics is reviewed each quarter but is typically the same for multiple quarters.
The table below sets forth the performance metrics under the EMICP for each quarter of fiscal 2016:
22
Actual Results
Target
Quarterly
Measure-
ment
for Q1
and Q2
FY16
%
Target
Quarterly
Measure-
ment
for Q3
FY16
%
Target
Quarterly
Measure-
ment
for Q4
FY16
%
Target
% of
Bonus
Q1
FY16
Perf.
%
Q1
FY16
Bonus
Payout
%
Q2
FY16
Perf.
%
Q2
FY16
Bonus
Payout
%
Q3
FY16
Bonus
Payout
%
Q3
FY16
Perf.
%
Q4
FY16
Perf.
%
Q4
FY16
Bonus
Payout
%
2.50
2.50
1.50
10.00
(2.42)
(9.68)
(2.63)
(10.52)
(1.33)
(5.32)
2.98
19.87
6.50
6.50
3.00
4.00
(0.72)
(0.44)
2.73
1.68
(8.85)
(5.45)
14.97
19.96
3.50
3.50
2.00
4.00
(0.40)
(0.46)
(0.04)
(0.05)
4.06
4.64
(0.16)
(0.32)
3.00
3.00
1.50
3.00
(1.53)
(1.53)
(0.38)
(0.38)
(1.98)
(1.98)
(12.09)
(24.18)
58.00
57.00
57.00
15.00
58.29
16.09
58.36
16.35
57.92
18.46
58.39
20.21
27.00
28.00
28.00
15.00
25.64
21.80
26.78
16.10
28.47
12.67
27.00
20.00
30.00
28.00
28.00
15.00
32.65
21.63
31.58
18.95
29.46
18.64
31.39
23.48
(1)
(1)
(1)
14.00
68.87
18.06
65.14
17.17
63.51
19.46
70.29
28.21
Performance
Metric
Total
sequential
revenue
growth
High
performance
micro-
controller
sequential
revenue
growth
Analog
sequential
revenue
growth
Licensing
sequential
revenue
growth
Gross margin
percentage
(non-GAAP)
Operating
expenses as a
percentage of
sales (non-
GAAP)
Operating
income as a
percentage of
sales (non-
GAAP)
Earnings per
share
(quarterly)
(non-GAAP)
EMICP Total
N/A
N/A
N/A
80.00
N/A
65.46
N/A
59.30
N/A
61.13
N/A
107.23
DMICP Total
Discretion-
ary
Discretion-
ary
Discretion-
ary
20.00
N/A
14.54
N/A
25.70
N/A
38.87
N/A
22.77
(1) The EMICP quarterly non-GAAP earnings per share (EPS) targets for the first, second, third and fourth quarters of
fiscal 2016 were $0.66, $0.63, $0.60 and $0.61, respectively.
23
The total amount payable to each executive under the EMICP and the DMICP is based on a percentage of the
executive's base salary at the beginning of the quarter. The participation percentage for each executive is determined at the
beginning of the fiscal year based on the executive's base salary at that time and typically stays at the same level for each
quarter of the fiscal year. However, the Compensation Committee may change the participation level of an executive each
quarter to reflect changes in the performance or responsibilities of the executive or other factors. The dollar amount of the
target bonus for each executive is based on assumed achievement of all performance metrics under the EMICP (as disclosed in
the table above) and payment of 20% as a discretionary award under the DMICP (as disclosed in the table above). The
aggregate budgeted bonus pool under the various management incentive compensation plans is calculated by multiplying each
eligible executive officer's bonus target percentage by the executive's base salary. In fiscal 2016, the quarterly payments under
the EMICP for our named executive officers were targeted at an aggregate of approximately $369,804 for all such officers as a
group. In fiscal 2016, the quarterly payments under the DMICP for our named executive officers were targeted at an aggregate
of approximately $92,451 for all such officers as a group. Bonuses under the EMICP are subject to a maximum award of
$2,500,000 per individual per performance period (which can be a fiscal quarter, a fiscal year or a longer period not exceeding
five fiscal years); however, all awards to date have been substantially less than such maximum amount.
The actual awards under the EMICP are based on our actual quarterly financial performance compared to the
performance metrics and the actual awards under the DMICP are determined in the discretion of our Compensation Committee
and can be significantly higher or lower than the 20% target. The actual awards are calculated by multiplying the overall award
percentage payout for the quarter by the applicable percentage of the executive's salary at the end of the fiscal quarter that the
award relates to. Thus, if an executive's salary or participation percentage changes during the year, up or down, this would
affect the executive's actual bonus payment during the fiscal year. For fiscal 2016, the specific total bonus percentages under
both the EMICP and DMICP for each of our named executive officers were as follows: for Mr. Sanghi it was 200% of his
salary for the associated quarter; for Mr. Moorthy it was 61% of his salary; for Mr. Little it was 46% of his salary; for
Mr. Drehobl it was 45% of his salary; and for Mr. Bjornholt it was 32% of his salary. These bonus percentages did not change
from the percentages used for fiscal 2015. In connection with his promotion to President of Microchip, Mr. Moorthy's target
bonus percentage was increased to 80% of his salary effective April 1, 2016.
As indicated in the above table, for the first quarter of fiscal 2016, 3.0% of the quarterly EMICP payment was based
on Microchip's licensing business unit achieving total sequential revenue growth of 3.0%. Accordingly, if Microchip's
licensing business unit's sequential revenue growth for the first quarter was 3.0%, then each executive would be paid the
corresponding 3.0% of the EMICP target bonus amount for that quarter. If Microchip's licensing business unit's revenue
growth for the first quarter was 1.5%, then each executive would be paid a corresponding 1.5% of his target bonus amount for
that quarter (i.e., 1/2 of the 3.0%) and if Microchip's licensing business unit's revenue growth for the first quarter was 6.0%,
then each executive would be paid a corresponding 6.0% of the target bonus amount for that quarter (i.e., 6/3 of the 3.0%). A
similar methodology is applied each quarter to each of the performance metrics listed in the above table.
As set forth in the above table, during fiscal 2016, consistent with our "pay-for-performance" philosophy, our CEO
and other executive officers received bonuses under the EMICP for each quarter of fiscal 2016. Payments were also made
under the DMICP for each quarter of fiscal 2016. Applying the award percentages to each named executive officer's
participation level in the plans, for fiscal 2016, the total bonus payments under the EMICP and the DMICP for our named
executive officers, other than our CEO, ranged from $69,433 to $187,388. In fiscal 2016, Mr. Sanghi earned an aggregate
EMICP bonus of $937,893, and an aggregate DMICP bonus of $326,755. Please see footnote 4 to the Summary Compensation
Table on page 32 of this Proxy Statement which sets forth the actual amount of the EMICP and DMICP awards for each named
executive officer for fiscal 2016. The differences in the levels of compensation under these programs for the various executive
officers are based upon their relative contribution, performance, experience, and responsibility level within the organization.
24
Equity Compensation. Equity compensation, such as RSUs, constitutes a significant portion of our incentive
compensation program because we believe that executive officers and key employees should hold a long-term equity stake in
Microchip to align their collective interests with the interests of our stockholders. Accordingly, in fiscal 2016, equity grants in
the form of RSUs were a significant portion of our executive officers' total compensation package.
We typically make equity compensation grants to executive officers and key employees in connection with their initial
employment, and we also typically make quarterly evergreen grants of equity to incentivize employees on a continuing basis as
their initial equity awards vest. In setting the amount of the equity compensation grants, the estimated value of the grants is
considered, as well as the intrinsic value of the outstanding equity compensation held by the executive officer. In setting these
amounts and any performance goals, the Compensation Committee uses its judgment after considering the effect of the overall
RSU amounts and the percentage of RSUs granted to executive officers in connection with the overall financial results and
performance of Microchip.
The evergreen grants of RSUs for fiscal 2016 were awarded with vesting subject to meeting specified performance
goals related to achieving certain levels of operating expenses or income over a specified time frame. Specifically, with respect
to the RSU awards made in April 2015, the performance goal was related to achieving non-GAAP operating profit for the three
months ended June 30, 2015 of more than $145 million; with an achievement of $165 million of non-GAAP operating income
necessary for full vesting of the award. With respect to the awards made in July 2015, the performance goal was related to
achieving non-GAAP operating expenses for the three months ended September 30, 2015 of less than $157 million; with an
achievement of $147 million of non-GAAP operating expenses necessary for full vesting of the award. With respect to the
awards made in October 2015, the performance goal was related to achieving non-GAAP operating expenses for the three
months ended December 31, 2015 of less than $190 million, with an achievement of $170 million of non-GAAP operating
expense necessary for full vesting of the award. With respect to the awards made in January 2016, the performance goal was
related to achieving non-GAAP operating expenses for the three months ended March 31, 2016 of less than $180 million, with
an achievement of $160 million of non-GAAP operating expenses necessary for full vesting of the award. With respect to each
of the performance goals for the RSU grants, the goals exclude the impact of any acquisitions completed by Microchip during
the performance period. Based on the actual results compared to the performance goals for each such period, all of the
quarterly evergreen awards will vest at 100%; however, in addition to the performance-based vesting requirements, the vesting
of each of the foregoing RSU awards is subject to the continued service of the officer on the vesting date which is
approximately four years from the grant date.
Grants of RSUs in fiscal 2016 typically were scheduled to vest approximately four years from the grant date. RSUs
do not have a purchase price and therefore have immediate value to recipients upon vesting. On March 31, 2016,
approximately 52% of our employees worldwide were eligible to receive RSUs under our 2004 Equity Incentive Plan. Since
the middle of fiscal 2006, RSUs have been the principal equity compensation vehicle for Microchip executive officers and key
employees.
Grants of RSUs may also be made in connection with promotions, other changes in responsibilities or in recognition
of other individual or Microchip developments or achievements. In this regard, on September 1, 2015, the Compensation
Committee approved RSU awards to key employees, including executive officers, under a leadership grant program. Under
this program, Microchip conducted its succession planning process and merit based RSU grants were made to key employees
based on the results of such process. Under this program, RSUs for an aggregate of approximately 811,661 shares were granted
to key executive and non-executive employees of Microchip with RSUs for an aggregate of 318,623 shares granted to
executives. The vesting of such RSUs was subject to a performance goal related to achieving non-GAAP operating expenses
for the three months ended December 31, 2015 of less than $190 million, with an achievement of $170 million of non-GAAP
operating expense necessary for full vesting of the award. The performance goal for the leadership grant was achieved and the
RSUs will vest over 12 quarters with the first vesting on November 15, 2017, subject to the continued service of the officer.
25
In granting equity compensation awards to executive officers, we consider numerous factors, including:
•
•
•
•
the individual's position, experience, and responsibilities,
the individual's future potential to influence our mid- and long-term growth,
the vesting schedule of the awards, and
the number and value of awards previously granted.
We do not separately target the equity element of our executive officer compensation programs at a specific
percentage of overall compensation. However, overall total compensation is structured to be competitive so that we can attract
and retain executive officers. In setting equity award levels, we also take into consideration the impact of the equity-based
awards on the dilution of our stockholders' ownership interests in our common stock.
The Compensation Committee grants RSUs to executive officers and current employees on a quarterly basis in an
attempt to more evenly record stock-based compensation expense. Grants of RSUs to new employees (other than executives)
are made once per month by the Employee Committee at a meeting of such committee. Grants of RSUs to any new executive
officer would be made at the first meeting of the Compensation Committee following the election of such officer. Microchip
does not have any program, plan or practice to time grants of RSUs in coordination with the release of material non-public
information. Microchip does not time, nor do we plan to time, the release of material non-public information for the purposes
of affecting the value of executive compensation.
See the table under "Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2016" at page 33 for information
regarding RSUs granted during fiscal 2016 to our named executive officers.
Stock Ownership Guidelines for Key Employees and Directors. To help ensure alignment of the interests of our
management and Board of Directors with those of our stockholders, we have put in place a stock holding policy that applies to
each member of our management and Board of Directors. This policy was proposed by our Nominating and Governance
Committee and ratified by our Board of Directors in October 2003. Under this policy, effective April 1, 2004, each of our
directors, executive officers, vice presidents and internal director-level employees must maintain a specified minimum level of
ownership of our stock during their tenure in their respective office or position. During fiscal 2016, all of our executive officers
and directors were in compliance with the terms of such policy.
Microchip's insider trading policy prohibits executive officers from speculating in Microchip stock, which includes a
prohibition on short selling, buying and selling options (including writing covered calls) or hedging or any type of arrangement
that has a similar economic effect.
Other Compensation and Employee Benefits Generally Available to All Employees. We maintain compensation and
employee benefits that are generally available to all Microchip employees, including:
our employee stock purchase plans,
•
• medical, dental, vision, employee assistance program, flexible spending, and disability insurance,
•
•
•
•
life insurance benefits,
a 401(k) retirement savings plan,
an employee cash bonus plan, and
vacation and paid time off.
Since these programs are generally available to all employees, these forms of compensation are not independently
evaluated by the Compensation Committee in connection with the determination of executive officer compensation.
Employee Stock Purchase Plans. Our 2001 Employee Stock Purchase Plan is a Section 423 qualified employee stock
purchase plan that allows all U.S. employees the opportunity to purchase our common stock through payroll deductions at 85%
of the fair market value at the lower of the price as of the opening of the two-year offering period or at the end of any six-month
purchase period. A significant portion of our international employees have the ability to participate in our 1994 International
Employee Stock Purchase Plan that allows them the opportunity to purchase our common stock through payroll deductions at
85% of the fair market value at the lower of the price as of the opening or the end of any six-month offering period.
26
Medical, Dental, Vision, Employee Assistance Program, Flexible Spending, Disability Insurance and Accidental Death
and Dismemberment. We make medical, dental, vision, employee assistance program, flexible spending, and disability
insurance generally available to all of our employees through our active benefit plans. Under these generally available plans,
our named executive officers are eligible to receive between $1,000 and $7,500 per month in long-term disability coverage
depending on which plan they elect. Short-term disability coverage is provided which allows for 100% of base salary to be
paid for six months in the event of disability. Accidental death and dismemberment insurance, which is generally available to
our U.S. employees, is provided by Microchip to our executives with a benefit of one times the executive's annual salary. Since
all of our U.S. employees participate in these plans on a non-discriminatory basis, the value of these benefits to our named
executive officers is not required to be included in the Summary Compensation Table on page 31 pursuant to SEC rules and
regulations.
Life Insurance. In fiscal 2016, we provided life insurance coverage to our named executive officers in the amount up
to one and a half times the executive's annual salary (up to a maximum of $500,000). The named executive officers may
purchase supplemental life insurance at their own expense.
401(k). We maintain a 401(k) plan for the benefit of all of our U.S. employees to allow our employees to save for
retirement. We contribute to our 401(k) plan each year based on our profitability during the year, subject to maximum
contributions and other rules prescribed by Federal law governing such plans. Our named executive officers are permitted to
participate in the plans to the same extent as our other U.S. employees. Our Compensation Committee approved discretionary
matching contributions for the first quarter of fiscal 2016 equal to $0.375 for each dollar contributed by the employee for the
first 4% of their salary contributions. For the second quarter of fiscal 2016, our Compensation Committee approved
discretionary matching contributions equal to $0.40 for each dollar contributed by the employee for the first 4% of their salary
contributions. For the third quarter of fiscal 2016, our Compensation Committee approved discretionary matching
contributions equal to $0.50 for each dollar contributed by the employee for the first 4% of their salary contributions. For the
fourth quarter of fiscal 2016, our Compensation Committee approved discretionary matching contributions equal to $0.65 for
each dollar contributed by the employee for the first 4% of their salary contribution. There are no required matching
contributions under the plan.
Employee Cash Bonus Plan. All of our employees worldwide participate in our Employee Cash Bonus Plan
("ECBP"). The ECBP is a discretionary bonus plan designed to allow our full-time employees, not just our executive officers,
to share in the success of the company. The target bonus under the ECBP is 2.5 days of base salary per quarter, or on an annual
basis, two weeks of annual base salary which may be granted by the Compensation Committee if certain Microchip operating
profitability objectives are achieved. Under the ECBP, the Compensation Committee can set the eligibility requirements and
targets and has discretion to pay more or less than the stated target. Other eligibility terms also apply, such as an attendance
requirement and a performance requirement.
The pay-out under the ECBP is approved by the Compensation Committee based on our actual quarterly operating
results. For the first, second, third and fourth quarters of fiscal 2016, bonus awards were paid out at 75%, 75%, 100% and
125% of target for all employees, respectively. For each quarter, an additional award of up to 50% of target was paid out to
selected employees on a discretionary basis based on performance achievements by such employees during the quarter. Under
the ECBP, for fiscal 2016, our named executive officers other than our CEO received total payments ranging from $10,902 to
$15,243, and our CEO received $30,832.
Special Cash Bonus for Profitability Milestone. On November 6, 2015, the Compensation Committee approved a
special one-time cash bonus in recognition of Microchip’s achievement of 100 consecutive quarters of profitability. Under this
program, each employee received one hour of pay for each year of continuous service with a minimum of one hour of pay and
a maximum of 25 hours of pay.
Vacation and Paid Time-Off Benefits. We provide vacation and other paid holidays to all of our employees, including
our named executive officers. We believe our vacation and holidays are comparable to others in the industry.
27
Non-Qualified Deferred Compensation Plan. We maintain a non-qualified deferred compensation plan for certain
employees, including our named executive officers, who receive compensation in excess of the 401(k) contribution limits
imposed under the Internal Revenue Code and desire to defer more compensation than they would otherwise be permitted
under a tax-qualified retirement plan, such as our 401(k) plan. Microchip does not make contributions to this non-qualified
deferred compensation plan. This plan allows our executive officers to make pre-tax contributions to this plan which would be
fully taxed to the executive officers after the executive officer's termination of employment with Microchip.
We do not have pension plans or other retirement plans for our named executive officers or our other U.S. employees.
Employment Contracts, Termination of Employment and Change of Control Arrangements. We do not have
employment contracts with our CEO, CFO or any of our executive officers, nor agreements to pay severance on involuntary
termination (other than as stated in the change of control agreements described below) or upon retirement. Our CEO, CFO, and
our executive officers have entered into change of control agreements with us.
The change of control agreements were designed to help ensure the continued services of our key executive officers in
the event that a change of control of the company is effected, and to assist our key executive officers in transitioning from the
company if, as a result of a change of control, they lose their positions. We believe that the benefits provided by these
agreements help to ensure that our management team will be incentivized to remain employed with Microchip during a change
of control. Capitalized terms used herein and not defined shall have the meanings set forth in the change of control agreements.
Additionally, our 2004 Equity Incentive Plan has a change of control provision which provides that any successor company
shall assume each outstanding award or provide an equivalent substitute award; however, if the successor fails to do so, vesting
of awards shall accelerate. The Compensation Committee considered prevalent market practices in determining the severance
amounts and the basis for selecting the events triggering payment in the agreements.
With respect to our CEO, CFO and VP of Worldwide Sales, if the executive officer's employment terminates for
reasons other than Cause within the Change of Control Period, the executive officer will be entitled to receive severance
benefits consisting of the following primary components:
•
•
•
•
a one-time payment of the executive's base salary in effect immediately prior to the Change of Control or
termination date, whichever is greater, for the following periods: (1) in the case of the CEO, two years; (2) in
the case of the CFO and the VP Worldwide Sales, one year;
a one-time payment of the executive's bonuses for which the executive was or would have been eligible in the
year in which the Change of Control occurred or for the year in which termination occurred, whichever is
greater, for the following periods: (1) in the case of the CEO, two years; (2) in the case of the CFO and the
VP of Worldwide Sales, one year;
a continuation of medical and dental benefits (subject to any required employee contributions) for the
following periods: (1) in the case of the CEO, two years; (2) in the case of the CFO and VP of Worldwide
Sales, one year; provided in each case that such benefits would cease sooner if and when the executive officer
becomes covered by the plans of another employer; and
a payment to cover any excise tax that may be due under Section 4999 of the Code, if the payments provided
for in the change of control agreement constitute "parachute payments" under Section 280G of the Code and
the value of such payments is more than three times the executive officer's "base amount" as defined by
Section 280G(b)(3) of the Code.
With respect to our CEO, the CFO and the VP of Worldwide Sales, immediately prior to a Change of Control
(regardless of whether the executive officer's employment terminates), all equity compensation held by the executive officer
shall become fully vested.
With respect to our executive officers other than the CEO, the CFO and the VP of Worldwide Sales, if the executive
officer terminates his employment for Good Reason, or the executive's employment is terminated for reasons other than Cause
within the Change of Control Period, the executive officer will be entitled to receive severance benefits consisting of the
following primary components:
28
•
•
•
•
a one-time payment of his base salary in effect immediately prior to the Change of Control or termination
date, whichever is greater, for one year;
a one-time payment of his bonuses for which he was or would have been eligible in the year in which the
Change of Control occurred or for the year in which termination occurred, whichever is greater, for one year;
a continuation of medical and dental benefits (subject to any required employee contributions) for one year
(provided in each case that such benefits would cease sooner if and when the executive officer becomes
covered by the plans of another employer); and
a payment to cover any excise tax that may be due under Section 4999 of the Code, if the payments provided
for in the change of control agreement constitute "parachute payments" under Section 280G of the Code and
the value of such payments is more than three times the executive officer's "base amount" as defined by
Section 280G(b)(3) of the Code.
With respect to our executive officers other than the CEO, the CFO and the VP of Worldwide Sales, immediately upon
termination during the Change of Control Period other than for Cause, all equity compensation held by the executive officer
shall become fully vested.
The following table sets forth the aggregate dollar value of payments, to the extent calculable, in the event of a
termination of a named executive officer on March 31, 2016, the last business day of our last completed fiscal year.
Salary
Bonus
Equity
Compensation
Due to
Accelerated
Vesting (1)
Tax Gross-up
on Change of
Control (2)
Continuation
of Certain
Benefits (3)
$
1,288,256 $
2,626,060 $
25,420,632 $
400,000
294,567
245,486
221,239
335,385
146,830
119,911
79,306
10,410,863
4,993,134
5,749,778
3,578,705
—
—
—
—
—
2 years
1 year
1 year
1 year
1 year
Name
Steve Sanghi (4)
Ganesh Moorthy (5)
Mitchell R. Little (5)
Stephen V. Drehobl (5)
J. Eric Bjornholt (5)
(1) Value represents the gain that our named executive officers would receive, calculated as the amount of unvested RSUs
multiplied by our stock price on March 31, 2016.
(2) This payment covers any excise tax that may be payable under Section 4999 of the Code if the payments provided for
under the change of control agreement constitute "parachute payments" under Section 280G of the Code and the value of
the payments is more than three times the executive officer's "base amount" as defined by Section 280G(b)(3) of the
Code.
(3) Benefits continued under the change of control agreements are limited to company-paid medical, dental, vision and life
insurance coverage at the same level of coverage the executive was provided immediately prior to termination of
employment with Microchip. Amounts are not determinable at this time and are dependent on each executive officer's
individual circumstances.
(4) The change of control payment includes an amount equal to twice the annual salary of the executive plus a bonus equal
to two times the targeted annual amount payable to such executive under our management incentive compensation plans
(EMICP and DMICP) and our ECBP.
(5) The change of control payment includes an amount equal to one times the annual salary of the executive plus a bonus
equal to the targeted annual amounts payable to such executive under our management incentive compensation plans
(EMICP and DMICP) and our ECBP.
29
Performance-Based Compensation and Financial Restatement
To date, Microchip has not experienced a financial restatement and has not considered or implemented a policy
regarding retroactive adjustments to any cash or equity-based incentive compensation paid to its executive officers and other
employees where such payments were predicated upon the achievement of certain financial results that would subsequently be
the subject of a restatement.
Tax Deductibility
Section 162(m) of the Code disallows a corporate income tax deduction for executive compensation paid to our named
executive officers in excess of $1,000,000 per year, unless that income meets permitted exceptions. In order to enhance our
ability to obtain tax deductions for executive compensation, our stockholders approved our EMICP in August 2011 and are
being asked to re-approve our EMICP at the annual meeting. Obtaining stockholder approval and complying with the other
requirements of Section 162(m) allows us to seek to have such compensation under our EMICP qualify as performance-based
compensation under Section 162(m). Additionally, our 2004 Equity Incentive Plan allows for the granting of performance-
based awards such as RSUs. To the extent that we grant awards with such performance-based limitations, we would expect
them to qualify as performance-based awards for purposes of 162(m).
To maintain flexibility in compensating Microchip's executive officers in a manner designed to promote varying
corporate goals, it is not the policy of the Compensation Committee that executive compensation must be tax deductible. We
intend to review the deductibility of executive officer compensation from time to time to determine whether any additional
actions are advisable to obtain deductibility.
Conclusion
We believe that our executive team provided outstanding service to Microchip in fiscal 2016. We will work to assure
that the executive compensation programs continue to meet Microchip's strategic goals as well as the overall objectives of the
compensation program.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION (*)
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this
proxy statement required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the
Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included
in this proxy statement.
By the Compensation Committee of the Board of Directors:
Wade F. Meyercord (Chair)
_________________________
L.B. Day
(*) The Compensation Committee Report on executive compensation is not "soliciting" material and is not deemed "filed" with
the SEC, and is not incorporated by reference into any filings of Microchip under the Securities Act of 1933 or the Securities
Exchange Act of 1934 whether made before or after the date hereof and irrespective of any general incorporation language
contained in such filings.
30
COMPENSATION OF NAMED EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table lists the annual compensation for our CEO, our CFO and our three other most highly compensated
executive officers (referred to as the "named executive officers") earned in the last three fiscal years:
Name and
Principal
Position
Steve Sanghi,
CEO, President
and Chairman of
the Board (7)
Ganesh Moorthy,
President and
COO (7)
Mitchell R. Little,
VP, Worldwide
Sales and
Applications
Stephen V.
Drehobl, VP,
MCU8 and
Technology
Development
Division
J. Eric Bjornholt,
VP and CFO
Year
Salary (1)
Bonus (2)
Stock
Awards (3)
Non-Equity
Incentive Plan
Compensation (4)
2016
2015
2014
2016
2015
2014
2016
2015
2014
2016
2015
2014
2016
2015
2014
645,619
30,832
8,812,155(8)
1,264,648
624,897
27,690
3,459,535
1,381,146
604,834
35,228
3,254,225
1,865,424
326,918
13,134
3,695,412(8)
302,185
13,314
1,441,457
290,137
18,186
1,317,155
295,507
287,167
277,947
243,275
15,243
1,730,738(8)
12,482
18,885
679,590
639,218
12,507
1,993,141(8)
236,398
9,956
782,500
228,178
14,839
736,066
221,559
213,597
205,413
10,902
1,266,751(8)
9,284
12,863
494,243
464,896
187,388
204,094
271,392
133,146
145,980
197,166
107,303
117,861
157,719
69,433
75,535
100,508
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings (5)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
All Other
Compensation (6)
Total
7,688
10,760,942
8,218
7,599
7,355
7,686
6,432
7,939
8,546
8,051
6,152
5,713
5,222
4,939
5,059
4,282
5,501,486
5,767,310
4,230,207
1,968,736
1,903,302
2,182,573
1,133,765
1,141,267
2,362,378
1,152,428
1,142,024
1,573,584
797,718
787,962
(1) Represents the base salary earned by each executive officer in the specified fiscal year.
(2) Represents bonuses earned by each executive officer in the specified fiscal year under our ECBP.
(3) Represents the aggregate grant date fair value of awards of RSUs made in the specified fiscal year computed in
accordance with ASC 718 Compensation - Stock Compensation. For information on the valuation assumptions made
with respect to the grants of RSUs in fiscal 2016, please refer to Note 20, "Equity Incentive Plans" to Microchip's
audited financial statements for the fiscal year ended March 31, 2016 included in our Annual Report on Form 10-K filed
with the SEC on May 24, 2016.
(7) On February 3, 2016, Mr. Moorthy was appointed President of Microchip. Mr. Sanghi served as President prior to
Mr. Moorthy's promotion.
(8) For fiscal 2016, stock awards include RSU grants under our evergreen grant program and also include RSU grants under
our leadership grant program. Under the leadership grant program, Microchip conducted its succession planning process
and merit-based RSU grants were made on September 1, 2015 to key employees based on the results of such process.
The vesting of such RSUs was subject to a performance goal related to achieving a specified level of non-GAAP
operating expenses for the three months ended December 31, 2015. This performance goal was achieved, and, as a
result, the RSU grants under the leadership grant program will vest over 12 quarters with the first vesting on
November 15, 2017. For further discussion of our leadership grant program, please refer to page 25 in the
"Compensation and Discussion and Analysis" section of this proxy statement.
31
(4) Represents the aggregate amount of bonuses earned by each executive officer in the specified fiscal year under our
EMICP and DMICP. Each executive officer received the following payments under each of such plans in the specified
fiscal year:
Named Executive Officer
Steve Sanghi
Ganesh Moorthy
Mitchell R. Little
Stephen V. Drehobl
J. Eric Bjornholt
Year
2016
2015
2014
2016
2015
2014
2016
2015
2014
2016
2015
2014
2016
2015
2014
EMICP
DMICP
937,893
1,052,992
1,410,358
139,024
155,279
205,122
98,754
111,296
149,067
79,699
89,838
119,233
51,488
57,588
75,965
326,755
328,154
455,066
48,364
48,815
66,270
34,392
34,684
48,098
27,604
28,023
38,486
17,945
17,947
24,543
(5) Any contributions under our non-qualified deferred compensation plan are invested at the discretion of the executive
officer and there are no above-market or preferential earnings on such amounts made or provided by Microchip.
(6) Consists of company-matching contributions under our 401(k) retirement savings plan and the full dollar value of
premiums paid by Microchip for life insurance for the benefit of the named executive officer in the amounts shown
below:
Named Executive Officer
Steve Sanghi
Ganesh Moorthy
Mitchell R. Little
Stephen V. Drehobl
J. Eric Bjornholt
401(k)
Life Insurance
4,619
5,804
5,921
5,183
5,514
5,535
4,870
5,477
5,477
4,633
4,408
4,414
4,000
4,270
3,972
3,069
2,414
1,677
2,172
2,172
897
3,069
3,069
2,574
1,519
1,305
808
939
789
310
Year
2016
2015
2014
2016
2015
2014
2016
2015
2014
2016
2015
2014
2016
2015
2014
32
Grants of Plan-Based Awards During Fiscal 2016
The following table sets forth information with respect to our EMICP, our DMICP, and our ECBP, as well as RSUs
granted to our named executive officers under our 2004 Equity Incentive Plan, including the grant date fair value of the RSUs.
Amounts listed in the "Estimated Future Payouts Under Non-Equity Incentive Plan Awards" column are annual targets based on
the salaries of the named executive officers at the end of fiscal 2016. Actual payments for our bonus plans in fiscal 2016 are
reflected in the Summary Compensation Table above. Equity awards in the table below were granted in fiscal 2016.
GRANTS OF PLAN-BASED AWARDS
For Fiscal Year Ended March 31, 2016
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards
Threshold
($) (1)
Target
($)
Maximum
($) (1)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) (2)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price
of Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock
and
Option
Awards
($) (3)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 1,030,605(4)
— 257,651(5)
— 24,774(6)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 256,000(4)
— 64,000(5)
— 15,385(6)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
657
20,630
680
21,368
148,235
752
23,622
690
21,675
—
—
—
307
8,638
318
8,947
62,067
352
9,891
323
9,075
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
29,237
893,279
28,995
884,208
5,149,684
29,005
884,408
29,001
884,340
—
—
—
13,662
374,025
13,560
370,227
2,156,208
13,577
370,319
13,576
370,260
—
—
—
Name
Steve Sanghi
Ganesh
Moorthy
Grant
Date
4/1/2015
4/1/2015
7/1/2015
7/1/2015
9/1/2015
10/1/2015
10/1/2015
1/4/2016
1/4/2016
—
—
—
4/1/2015
4/1/2015
7/1/2015
7/1/2015
9/1/2015
10/1/2015
10/1/2015
1/4/2016
1/4/2016
—
—
—
33
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards
Threshold
($) (1)
Target
($)
Maximum
($) (1)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) (2)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price
of Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock
and
Option
Awards
($) (3)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 108,401(4)
— 27,100(5)
— 11,330(6)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 88,375(4)
— 22,094(5)
9,442(6)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 56,637(4)
— 14,159(5)
8,509(6)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
128
4,052
133
4,197
29,115
147
4,640
135
4,258
—
—
—
148
4,666
154
4,833
33,528
170
5,343
156
4,903
—
—
—
105
2,961
108
3,068
21,276
120
3,391
110
3,112
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,696
175,452
5,671
173,672
1,011,455
5,670
173,722
5,674
173,726
—
—
—
6,586
202,038
6,567
199,990
1,164,763
6,557
200,042
6,557
200,042
—
—
—
4,673
128,211
4,605
126,954
739,128
4,628
126,959
4,623
126,970
—
—
—
Name
Mitchell R.
Little
Stephen V.
Drehobl
J. Eric
Bjornholt
Grant
Date
4/1/2015
4/1/2015
7/1/2015
7/1/2015
9/1/2015
10/1/2015
10/1/2015
1/4/2016
1/4/2016
—
—
—
4/1/2015
4/1/2015
7/1/2015
7/1/2015
9/1/2015
10/1/2015
10/1/2015
1/4/2016
1/4/2016
—
—
—
4/1/2015
4/1/2015
7/1/2015
7/1/2015
9/1/2015
10/1/2015
10/1/2015
1/4/2016
1/4/2016
—
—
—
(1)
Individual awards under our EMICP, DMICP and ECBP are made quarterly and are not stated in terms of a threshold or
maximum amount for an award period. The EMICP does provide that the maximum amount payable to any participant
is $2.5 million for any performance period (which can be a fiscal quarter, a fiscal year or a longer period not exceeding
five fiscal years).
(2) Represents RSUs granted under Microchip's 2004 Equity Incentive Plan.
(3) This column shows the full grant date fair value of RSU awards to the named executives in fiscal 2016. Generally, the
full grant date fair value is the amount that Microchip would expense in its financial statements over the award's vesting
schedule.
34
(4) This annual target represents the portion of the executive officer's base salary (as measured at the end of fiscal 2016)
targeted for estimated future payout in fiscal 2017 under Microchip's EMICP.
(5) This annual target represents the portion of the executive officer's base salary (as measured at the end of fiscal 2016)
targeted for estimated future payout in fiscal 2017 under Microchip's DMICP.
(6) This annual target represents the portion of the executive officer's base salary (as measured at the end of fiscal 2016)
targeted for future payout in fiscal 2017 under Microchip's ECBP.
Summary Compensation Table and Grants of Awards Table Discussion
Based on the data in the Summary Compensation Table, the level of salary, bonus, non-equity incentive plan
compensation, and other compensation in proportion to total compensation ranged from approximately 12.6% to 20.7% for our
named executive officers in fiscal 2016. See the "Compensation Discussion and Analysis" section of this proxy statement for
further discussion of overall compensation and how compensation is determined.
We do not have employment contracts with our named executive officers, nor agreements to pay severance on
involuntary termination (other than as stated in the change of control agreements discussed above under the heading
"Employment Contracts, Termination of Employment and Change of Control Arrangements") or retirement.
For a discussion of the material terms of the awards listed in the Grants of Awards Table, see our discussion of the
equity awards and incentive cash bonuses in the "Compensation Discussion and Analysis" section of this proxy statement under
the headings "Incentive Cash Bonuses," "Equity Compensation," and "Employee Cash Bonus Plan."
Microchip has not repriced any stock options or made any material modifications to any equity-based awards during
the last fiscal year.
35
Name
Steve Sanghi
Ganesh Moorthy
OUTSTANDING EQUITY AWARDS AT FISCAL 2016 YEAR END
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Option
Exercise
Price ($)
Option
Expiration
Date
Number of
Shares or
Units of Stock
That Have Not
Vested (#)
Market Value
of Shares or
Units of Stock
That Have Not
Vested (18) ($)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
25,295(1)
28,771(2)
28,693(3)
27,970(4)
25,673(5)
25,261(6)
23,424(7)
148,235(8)
21,372(9)
20,320(10)
657(10)
18,967(11)
569(11)
680(11)
21,105(12)
752(12)
21,670(13)
690(13)
20,630(14)
21,368(15)
23,622(16)
21,675(17)
9,335(1)
11,303(2)
11,272(3)
10,988(4)
10,391(5)
10,225(6)
9,481(7)
62,067(8)
8,650(9)
8,467(10)
307(10)
7,677(11)
463(11)
318(11)
8,794(12)
352(12)
9,029(13)
323(13)
8,638(14)
8,947(15)
9,891(16)
9,075(17)
1,219,219
1,386,762
1,383,003
1,348,154
1,237,439
1,217,580
1,129,037
7,144,927
1,030,130
979,424
31,667
914,209
27,426
32,776
1,017,261
36,246
1,044,494
33,258
994,366
1,029,938
1,138,580
1,044,735
449,947
544,805
543,310
529,622
500,846
492,845
456,984
2,991,629
416,930
408,109
14,797
370,031
22,317
15,328
423,871
16,966
435,198
15,569
416,352
431,245
476,746
437,415
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
36
OUTSTANDING EQUITY AWARDS AT FISCAL 2016 YEAR END
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Option
Exercise
Price ($)
Option
Expiration
Date
Number of
Shares or
Units of Stock
That Have Not
Vested (#)
Market Value
of Shares or
Units of Stock
That Have Not
Vested (18) ($)
Name
Mitchell R. Little
Stephen V. Drehobl
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,969(1)
5,652(2)
5,636(3)
5,494(4)
5,043(5)
4,962(6)
4,601(7)
29,115(8)
4,198(9)
3,991(10)
128(10)
3,726(11)
112(11)
133(11)
4,146(12)
147(12)
4,257(13)
135(13)
4,052(14)
4,197(15)
4,640(16)
4,258(17)
5,721(1)
6,508(2)
6,490(3)
6,327(4)
5,807(5)
5,714(6)
5,298(7)
33,528(8)
4,834(9)
4,596(10)
148(10)
4,290(11)
129(11)
154(11)
4,774(12)
170(12)
4,901(13)
156(13)
4,666(14)
4,833(15)
5,343(16)
4,903(17)
239,506
272,426
271,655
264,811
243,073
239,168
221,768
1,403,343
202,344
192,366
6,170
179,593
5,398
6,411
199,837
7,085
205,187
6,507
195,306
202,295
223,648
205,236
275,752
313,686
312,818
304,961
279,897
275,415
255,364
1,616,050
232,999
221,527
7,134
206,778
6,218
7,423
230,107
8,194
236,228
7,519
224,901
232,951
257,533
236,325
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
37
OUTSTANDING EQUITY AWARDS AT FISCAL 2016 YEAR END
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Option
Exercise
Price ($)
Option
Expiration
Date
Number of
Shares or
Units of Stock
That Have Not
Vested (#)
Market Value
of Shares or
Units of Stock
That Have Not
Vested (18) ($)
Name
J. Eric Bjornholt
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,162(1)
3,596(2)
3,928(3)
3,829(4)
3,668(5)
3,609(6)
3,346(7)
21,276(8)
3,053(9)
2,903(10)
105(10)
2,710(11)
81(11)
108(11)
3,015(12)
120(12)
3,096(13)
110(13)
2,961(14)
3,068(15)
3,391(16)
3,112(17)
152,408
173,327
189,330
184,558
176,798
173,954
161,277
1,025,503
147,155
139,925
5,061
130,622
3,904
5,206
145,323
5,784
149,227
5,302
142,720
147,878
163,446
149,998
(1) The award vested in full on May 15, 2016.
(2) The award vests in full on August 15, 2016, subject to continued service on such date.
(3) The award vests in full on November 15, 2016, subject to continued service on such date.
(4) The award vests in full on February 15, 2017, subject to continued service on such date.
(5) The award vests in full on May 15, 2017, subject to continued service on such date.
(6) The award vests in full on August 15, 2017, subject to continued service on such date.
(7) The award vests in full on November 15, 2017, subject to continued service on such date.
(8) The award vests quarterly over a three-year period commencing on November 15, 2017, subject to continued service
on such date.
(9) The award vests in full on February 15, 2018, subject to continued service on such date.
(10) The award vests in full on May 15, 2018, subject to continued service on such date.
(11) The award vests in full on August 15, 2018, subject to continued service on such date.
(12) The award vests in full on November 15, 2018, subject to continued service on such date.
(13) The award vests in full on February 15, 2019, subject to continued service on such date.
(14) The award vests in full on May 15, 2019, subject to continued service on such date.
(15) The award vests in full on August 15, 2019, subject to continued service on such date.
(16) The award vests in full on November 15, 2019, subject to continued service on such date.
(17) The award vests in full on February 15, 2020, subject to continued service on such date.
(18) Represents the number of RSUs multiplied by $48.20, the closing price of our common stock on March 31, 2016.
38
OPTION EXERCISES AND STOCK VESTED
For Fiscal Year Ended March 31, 2016
Option Awards
Stock Awards
Name
Steve Sanghi,
CEO, President and
Chairman of the
Board (1)
Ganesh Moorthy,
President and COO (1)
Mitchell R. Little, VP
Worldwide Sales and
Applications
Stephen V. Drehobl,
VP, MCU8 and
Technology
Development
Division
J. Eric Bjornholt, VP
and CFO
Number of Shares
Acquired on Exercise (#)
Value Realized on
Exercise ($)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Number of Shares
Acquired on Vesting (#)
24,894
24,901
31,022
26,398
9,187
9,190
11,449
9,742
4,890
4,891
6,094
5,185
5,038
5,039
6,278
5,342
2,815
2,816
3,508
3,300
Value Realized on
Vesting ($)
1,226,154
1,083,692
1,425,461
1,098,949
452,506
399,949
526,082
405,559
240,857
212,856
280,019
215,852
248,147
219,297
288,474
222,387
138,653
122,552
161,193
137,379
(1) On February 3, 2016, Mr. Moorthy was appointed President of Microchip. Mr. Sanghi served as President prior to
Mr. Moorthy's promotion.
Non-Qualified Deferred Compensation for Fiscal Year 2016
All of our U.S. employees in director-level and above positions, including our executive officers, are eligible to defer a
portion of their salary and cash bonuses into our Non-Qualified Deferred Compensation Plan (the "Deferred Compensation
Plan"). Pursuant to the Deferred Compensation Plan, eligible employees can defer up to 50% of their base salary and/or cash
bonuses. In general, deferral elections are made prior to January of each year for amounts to be earned in the upcoming year.
Participants may invest amounts in various funds available under the Deferred Compensation Plan (in general, any of those
funds traded on a nationally recognized exchange). Plan earnings are calculated by reference to actual earnings of mutual
funds or other securities chosen by individual participants.
Except for a change in control or certain unforeseeable emergencies (as defined under the Deferred Compensation
Plan), benefits under the plan will not be distributed until a "distribution event" has occurred. The distribution event occurs
upon termination of employment.
We incur incidental expenses for administration of the Deferred Compensation Plan, and the receipt of any tax benefit
we might obtain based on payment of a participant's compensation is delayed until funds (including earnings or losses on the
amounts invested pursuant to the plan) are eventually distributed. We do not pay any additional compensation or guarantee
minimum returns to any participant in the Deferred Compensation Plan.
39
The following table shows the non-qualified deferred compensation activity for each named executive officer for the
fiscal year ended March 31, 2016.
NON-QUALIFIED DEFERRED COMPENSATION
Name
Steve Sanghi
$
Ganesh Moorthy
Mitchell R. Little
Stephen V. Drehobl
J. Eric Bjornholt
Executive
Contributions
in Last FY (1)
Company
Contributions
in Last FY
Aggregate
Earnings
in Last FY (1)
Aggregate
Withdrawals/
Distributions
Aggregate
Balance at
Last FYE (1)
— $
—
43,712
160,084
20,837
— $
— $
— $
—
—
—
—
(1,178)
(1,995)
(20,511)
(7,098)
—
—
—
—
—
182,224
48,489
557,715
184,317
(1) The executive contribution amounts shown in the table were previously reported in the "Summary Compensation
Table" as salary and/or bonus for fiscal 2016 or prior fiscal years. The earnings amounts shown in the table were not
previously reported for fiscal 2016 or prior years under applicable SEC rules as such earnings were not under a
defined benefit or actuarial pension plan and there were no above-market or preferential earnings on such amounts
made or provided by Microchip.
40
EQUITY COMPENSATION PLAN INFORMATION
The table below provides information about our common stock that, as of March 31, 2016, may be issued upon the
vesting of RSUs and the exercise of options and rights under the following equity compensation plans (which are all of our
equity compensation plans; provided, however, that new equity awards or stock purchase rights may only be issued under the
Microchip 2004 Equity Incentive Plan, the Microchip 1994 International Employee Stock Purchase Plan and the Microchip
2001 Employee Stock Purchase Plan):
• Microchip 1994 International Employee Stock Purchase Plan (the "IESPP"),
• Microchip 2001 Employee Stock Purchase Plan (the "ESPP"),
• Microchip 2004 Equity Incentive Plan,
•
•
•
•
•
•
•
• Micrel 2003 Incentive Award Plan,
• Micrel 2012 Equity Incentive Award Plan, and
• Microchip 2012 Inducement Award Plan (the "2012 Inducement Plan").
SMSC 2002 Inducement Stock Option Plan,
SMSC 2003 Inducement Stock Option Plan,
SMSC 2004 Inducement Stock Option Plan,
SMSC 2005 Inducement Stock Option and Restricted Stock Plan,
SMSC 2009 Long Term Incentive Plan (the "LTIP"),
Supertex 2009 Equity Plan,
ISSC 2011 Equity Plan,
(a) Number of
securities to be
issued upon
exercise of
outstanding
options and
vesting of RSUs
(b)
Weighted
average
exercise
price of
outstanding
options (1)
(c) Number of
securities remaining
available for future
issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
Plan Category
Equity Compensation Plans Approved by Stockholders(2)
Equity Compensation Plans Not Approved by
Stockholders
6,178,192(3)
1,043,058(5)
$39.83
$32.44
14,893,459(4)
—
Total
7,221,250
$33.00(6)
14,893,459
(1) The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding
RSUs, which have no exercise price.
(2) Beginning January 1, 2005, the shares authorized for issuance under our ESPP are subject to an annual automatic
increase equal to the lesser of (i) 1,500,000 shares, (ii) one-half of one percent (0.5%) of the then outstanding shares
of our common stock, or (iii) such lesser amount as is approved by our Board of Directors. Upon the approval of our
Board of Directors, 1,017,492 shares of common stock were reserved under the ESPP on January 1, 2016 based on
the automatic increase provision. Beginning January 1, 2007, the shares authorized for issuance under our IESPP are
subject to an annual automatic increase of equal to one-tenth of one percent (0.10%) of the then outstanding shares of
our common stock. Upon the approval of our Board of Directors, 203,498 shares of common stock were reserved
under the IESPP on January 1, 2016 based on the automatic increase provision.
(3) As of March 31, 2016, includes 6,109,586 shares issuable upon the vesting of RSUs granted under our 2004 Equity
Incentive Plan, and 68,606 shares issuable upon the exercise of outstanding options granted under our 2004 Equity
Incentive Plan.
41
(4) As of March 31, 2016, includes 8,609,392 shares remaining available for future issuance under our 2004 Equity
Incentive Plan. The remaining balance represents shares available for purchase under the IESPP and the ESPP.
(5) As of March 31, 2016, includes 80,677 shares subject to outstanding SARs under the 2012 Inducement Plan. Also,
includes 23,859 shares subject to outstanding awards under the 2009 LTIP; 4,808 shares subject to outstanding
options under the 2005 Inducement Plan; 2,040 shares subject to outstanding options under the 2004 Inducement
Plan; 680 shares subject to outstanding options under the 2003 Inducement Plan; and 226 shares subject to
outstanding options under the 2002 Inducement Plan. Also, includes 270,361 shares subject to outstanding options
under the 2009 Equity Plan that Supertex adopted prior to our acquisition of Supertex in April 2014. Also, includes
13,192 shares subject to outstanding options under the 2011 Equity Plan that ISSC adopted prior to our acquisition of
ISSC in July 2014. Also, includes 14,680 shares issuable upon the vesting of RSUs granted under the Micrel 2003
Incentive Award Plan, and 87,368 shares issuable upon the exercise of outstanding options granted under the Micrel
2003 Incentive Award Plan. Also, includes 183,476 shares issuable upon the vesting of RSUs granted under the
Micrel 2012 Equity Incentive Award Plan, and 361,691 shares issuable upon the exercise of outstanding options
granted under the Micrel 2012 Equity Incentive Award Plan.
(6) As of March 31, 2016, there were a total of 913,508 shares subject to outstanding options, with a weighted average
exercise price of $33.00 per share and a weighted average term of 4.51 years.
Equity Compensation Plans Not Approved by Stockholders
Microchip 2012 Inducement Award Plan
In August 2012, our Board of Directors approved the 2012 Inducement Plan. Under our 2012 Inducement Plan, SARs
were granted to certain employees of SMSC as an inducement for them to enter employment with Microchip. The 2012
Inducement Plan was not submitted to our stockholders for approval because doing so was not required under applicable rules
and regulations in effect at the time the plan was adopted.
The expiration date and other provisions of awards granted under the 2012 Inducement Plan, including vesting
provisions, were established at the time of grant by the Compensation Committee. No SAR may have a term of more than 10
years. If Microchip is acquired by merger, consolidation or asset sale, or there is a nomination and election of 50% or more of
all members of the Board within a 36-month period whose election is without recommendation of the Board, then each
outstanding SAR may be terminated at the discretion of any committee appointed by the Board upon notice to the award holder.
Our Board of Directors may amend or terminate the 2012 Inducement Plan without stockholder approval, but no amendment of
the 2012 Inducement Plan may adversely affect any award previously granted under the 2012 Inducement Plan without the
written consent of the SAR holder.
42
CODE OF BUSINESS CONDUCT AND ETHICS
In May 2004, our Board of Directors adopted a Code of Business Conduct and Ethics for our directors, officers
(including our chief executive officer and chief financial officer), and employees. A copy of the Code of Business Conduct and
Ethics, as amended to date, is available on our website at the About Us/Investor Relations section under Mission Statement/
Corporate Governance on www.microchip.com.
We intend to post on our website any amendment to, or waiver from, a provision of our code of ethics within four
business days following the date of such amendment or waiver or such other time period required by SEC rules.
OTHER MATTERS
Other Matters to be Presented at the Annual Meeting
At the date this proxy statement went to press, we did not anticipate that any other matters would be raised at the
annual meeting.
Requirements, Including Deadlines, for Receipt of Stockholder Proposals for the 2017 Annual Meeting of Stockholders;
Discretionary Authority to Vote on Stockholder Proposals
Under SEC rules, if a stockholder wants us to include a proposal in our proxy statement and form of proxy for our
2017 annual meeting, our Secretary must receive the proposal at our principal executive offices by March 13, 2017.
Stockholders interested in submitting such a proposal are advised to contact knowledgeable counsel with regard to the detailed
requirements of applicable securities laws. The submission of a stockholder proposal does not guarantee that it will be included
in our proxy statement.
Under our Bylaws, stockholders must follow certain procedures to nominate a person for election as a director or to
introduce an item of business at our annual meeting. Under these procedures, stockholders must submit the proposed nominee
or item of business by delivering a notice addressed to our Secretary at our principal executive offices. We must receive notice
as follows:
• Normally we must receive notice of a stockholder's intention to introduce a nomination or proposed item of
business for an annual meeting not less than 90 days before the first anniversary of the date on which we first
mailed our proxy statement to stockholders in connection with the previous year's annual meeting of
stockholders. Accordingly, a stockholder who intends to submit a nomination or proposal for our 2017
annual meeting must do so no later than April 11, 2017.
• However, if we hold our 2017 annual meeting on a date that is not within 30 days before or after the
anniversary date of our 2016 annual meeting, we must receive the notice no later than the close of business
on the later of the 90th day prior to our 2017 annual meeting or the 10th day following the day on which public
announcement of the date of such annual meeting is first made.
• A stockholder's submission must include certain specified information concerning the proposal or nominee,
as the case may be, and information as to the stockholder's ownership of our common stock. Proposals or
nominations not meeting these requirements will not be considered at our 2017 annual meeting.
•
If a stockholder does not comply with the requirements of this advance notice provision, the proxies may
exercise discretionary voting authority under proxies it solicits to vote in accordance with its best judgment
on any such proposal or nomination submitted by a stockholder.
To make any submission or to obtain additional information as to the proper form and content of submissions,
stockholders should contact our Secretary in writing at 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199.
43
Householding of Annual Meeting Materials
Some brokers and other nominee record holders may be participating in the practice of "householding" proxy
statements and annual reports. This means that only one copy of our proxy statement and annual report may have been sent to
multiple stockholders in a stockholder's household. Additionally, you may have notified us that multiple stockholders share an
address and thus you requested to receive only one copy of our proxy statement and annual report. While our proxy statement
and 2016 Annual Report are available online (see "Electronic Access to Proxy Statement and Annual Report" on page 3), we
will promptly deliver a separate copy of either document to any stockholder who contacts our investor relations department at
480-792-7761 or by mail addressed to Investor Relations, Microchip Technology Incorporated, 2355 West Chandler Boulevard,
Chandler, Arizona 85224-6199, requesting such copies. If a stockholder is receiving multiple copies of our proxy statement
and annual report at the stockholder's household and would like to receive a single copy of the proxy statement and annual
report for a stockholder's household in the future, stockholders should contact their broker, or other nominee record holder to
request mailing of a single copy of the proxy statement and annual report. Stockholders receiving multiple copies of these
documents directly from us, and who would like to receive single copies in the future, should contact our investor relations
department to make such a request.
Date of Proxy Statement
The date of this proxy statement is July 11, 2016.
44
APPENDIX A
MICROCHIP TECHNOLOGY INCORPORATED
EXECUTIVE MANAGEMENT INCENTIVE COMPENSATION PLAN
(As amended on May 16, 2016, subject to stockholder approval)
1.
Purposes of the Plan. The Plan is intended to increase shareholder value and the success of the
Company by motivating key executives to: (1) perform to the best of their abilities, and (2) achieve the
Company's objectives. The Plan's goals are to be achieved by providing such executives with incentive
awards based on the achievement of goals relating to the performance of the Company or upon the
achievement of objectively determinable individual performance goals. The Plan is intended to permit the
payment of bonuses that may qualify as performance-based compensation under Code Section 162(m).
2.
Definitions.
(a)
"Award" means, with respect to each Participant, the award determined pursuant to Section
8(a) below for a Performance Period. Each Award is determined by a Payout Formula for a Performance
Period, subject to the Committee's authority under Section 8(a) to eliminate or reduce the Award otherwise
payable.
(b)
"Base Salary" means as to any Performance Period, the Participant's annualized salary rate
on the first day of the Performance Period. Such Base Salary shall be before both (a) deductions for taxes
or benefits, and (b) deferrals of compensation pursuant to Company-sponsored plans.
(c)
"Board" means the Board of Directors of the Company.
(d)
"Code" means the Internal Revenue Code of 1986, as amended.
(e)
"Committee" means the Compensation Committee of the Board, or a sub-committee of the
Compensation Committee, which shall, with respect to payments hereunder intended to qualify as
performance-based compensation under Section 162(m), consist solely of two or more members of the
Board who are not employees of the Company and who otherwise qualify as "outside directors" within the
meaning of Section 162(m).
(f)
"Company" means Microchip Technology Incorporated or any of its subsidiaries (as such
term is defined in Code Section 424(f)).
(g)
"Determination Date" means the latest possible date that will not jeopardize a Target Award
or Award's qualification as Performance-Based Compensation.
(h)
"Fiscal Quarter" means a fiscal quarter of the Company.
(i)
(j)
"Fiscal Year" means a fiscal year of the Company.
"Maximum Award" means as to any Participant for any Performance Period, $2.5 million.
A-1
(k)
Performance Period.
"Participant" means an executive officer of the Company participating in the Plan for a
(l)
"Payout Formula" means as to any Performance Period, the formula or payout matrix
established by the Committee pursuant to Section 7 in order to determine the Awards (if any) to be paid to
Participants. The formula or matrix may differ from Participant to Participant.
(m)
"Performance-Based Compensation" means compensation that is intended to qualify as
"performance-based compensation" within the meaning of Section 162(m).
(n)
"Performance Goals" means the goal(s) (or combined goal(s)) determined by the
Committee (in its discretion) to be applicable to a Participant with respect to an Award. As determined by
the Committee, the performance measures for any performance period will be any one or more of the
following objective performance criteria, applied to either the Company as a whole or, except with respect
to stockholder return metrics, to a region, business unit, affiliate or business segment, and measured either
on an absolute basis or relative to a pre-established target, to a previous period's results to a designated
comparison group, and/or to another Performance Goal and, with respect to financial metrics, which may
be determined in accordance with United States Generally Accepted Accounting Principles ("GAAP"), in
accordance with accounting principles established by the International Accounting Standards Board
("IASB Principles") or which may be adjusted when established to exclude any items otherwise
includable under GAAP or under IASB Principles: (i) cash flow (including operating cash flow or free
cash flow) or cash flow margin, (ii) cash position, (iii) revenue (on an absolute basis or adjusted for
currency effects), (iv) gross margin, (v) operating margin, (vi) operating expenses or operating expenses
as a percentage of revenue, (vii) earnings (which may include, without limitation, earnings before interest
and taxes, earnings before taxes and earnings before income, taxes, depreciation and amortization), (viii)
earnings per share, (ix) operating income or operating income as a percentage of revenue, (x) net income,
(xi) stock price, (xii) return on equity, (xiii) total stockholder return, (xiv) growth in stockholder value
relative to a specified publicly reported index (such as the S&P 500 Index), (xv) return on capital, (xvi)
return on assets or net assets, (xvii) return on investment, (xviii) economic value added, (xix) market
share, (xx) contract awards or backlog, (xxi) overhead or other expense reduction, (xxii) credit rating,
(xxiii) objective customer indicators (including, without limitation, a customer satisfaction rating), (xxiv)
new product invention or innovation, (xxv) attainment of research and development milestones, (xxvi)
improvements in productivity, (xxvii) attainment of objective operating goals, and (xxviii) objective
employee metrics. The Committee shall appropriately adjust any evaluation of performance under a
Performance Goal to exclude (i) any extraordinary non-recurring items as described in Accounting
Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial conditions
and results of operations appearing in the Company's reporting with the Securities and Exchange
Commission for the applicable year, and (ii) the effect of any changes in accounting principles affecting
the Company's or a business unit's reported results.
(o)
"Performance Period" means any Fiscal Quarter or Fiscal Year, or such other longer period
but not in excess of five Fiscal Years, as determined by the Committee in its sole discretion.
(p)
"Plan" means this Performance Bonus Plan.
(q)
"Plan Year" means the Company's fiscal year.
(r)
"Section 162(m)" means Section 162(m) of the Code, or any successor to Section 162(m),
as that Section may be interpreted from time to time by the Internal Revenue Service, whether by
regulation, notice or otherwise.
A-2
(s)
"Target Award" means the target award payable under the Plan to a Participant for the
Performance Period, expressed as a percentage of his or her Base Salary or a specific dollar amount, as
determined by the Committee in accordance with Section 6.
3.
Plan Administration.
(a)
The Committee shall be responsible for the general administration and interpretation of the
Plan and for carrying out its provisions. Subject to the requirements for qualifying compensation as
Performance-Based Compensation, the Committee may delegate specific administrative tasks to Company
employees or others as appropriate for proper administration of the Plan. Subject to the limitations on
Committee discretion imposed under Section 162(m), the Committee shall have such powers as may be
necessary to discharge its duties hereunder, including, but not by way of limitation, the following powers
and duties, but subject to the terms of the Plan:
(i)
discretionary authority to construe and interpret the terms of the Plan, and to
determine eligibility, Awards and the amount, manner and time of payment of any Awards hereunder;
(ii)
to prescribe forms and procedures for purposes of Plan participation and
distribution of Awards; and
(iii)
to adopt rules, regulations and bylaws and to take such actions as it deems
necessary or desirable for the proper administration of the Plan.
(b)
Any rule or decision by the Committee that is not inconsistent with the provisions of the
Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted
by law.
Eligibility. The employees eligible to participate in the Plan for a given Performance Period shall
4.
be executive officers of the Company who are designated by the Committee in its sole discretion. No
person shall be automatically entitled to participate in the Plan.
Performance Goal Determination. The Committee, in its sole discretion, shall establish the
5.
Performance Goals for each Participant for the Performance Period. Such Performance Goals shall be set
forth in writing prior to the Determination Date.
Target Award Determination. The Committee, in its sole discretion, shall establish a Target Award
6.
for each Participant. Each Participant's Target Award shall be determined by the Committee in its sole
discretion, and each Target Award shall be set forth in writing prior to the Determination Date.
Determination of Payout Formula or Formulae. On or prior to the Determination Date, the
7.
Committee, in its sole discretion, shall establish a Payout Formula or Formulae for purposes of
determining the Award (if any) payable to each Participant. Each Payout Formula shall (a) be set forth in
writing prior to the Determination Date, (b) be based on a comparison of actual performance to the
Performance Goals, (c) provide for the payment of a Participant's Target Award if the Performance Goals
for the Performance Period are achieved, and (d) provide for an Award greater than or less than the
Participant's Target Award, depending upon the extent to which actual performance exceeds or falls below
the Performance Goals. Notwithstanding the preceding, in no event shall a Participant's Award for any
Performance Period exceed the Maximum Award.
8.
Determination of Awards; Award Payment.
A-3
(a)
Determination and Certification. After the end of each Performance Period, the Committee
shall certify in writing (which may be by approval of the minutes in which the certification was made) the
extent to which the Performance Goals applicable to each Participant for the Performance Period were
achieved or exceeded. The Award for each Participant shall be determined by applying the Payout
Formula to the level of actual performance that has been certified by the Committee. Notwithstanding
any contrary provision of the Plan, the Committee, in its sole discretion, may eliminate or reduce the
Award payable to any Participant below that which otherwise would be payable under the Payout Formula
but shall not have the right to increase the Award above that which would otherwise be payable under the
Payout Formula.
(b)
Right to Receive Payment. Each Award under the Plan shall be paid solely from the
general assets of the Company. Nothing in this Plan shall be construed to create a trust or to establish or
evidence any Participant's claim of any right to payment of an Award other than as an unsecured general
creditor with respect to any payment to which he or she may be entitled. A Participant needs to be
employed by the Company through the payment date in order to be eligible to receive an Award payout
hereunder.
(c)
Form of Distributions. The Company shall distribute all Awards to the Participant in cash.
(d)
Timing of Distributions. Subject to Section 8(e) below, the Company shall distribute
amounts payable to Participants as soon as is practicable following the determination and written
certification of the Award for a Performance Period.
(e)
Deferral. The Committee may defer payment of Awards, or any portion thereof, to
Participants as the Committee, in its discretion, determines to be necessary or desirable to preserve the
deductibility of such amounts under Section 162(m). In addition, the Committee, in its sole discretion,
may permit a Participant to defer receipt of the payment of cash that would otherwise be delivered to a
Participant under the Plan. Any deferrals or deferral elections hereunder shall be subject to such rules and
procedures as shall be determined by the Committee in its sole discretion, and must comply with the
requirements of Code Section 409A.
Term of Plan. Subject to its re-approval at the 2016 annual meeting of the Company's
9.
stockholders, the Plan shall continue until terminated under Section 10 of the Plan.
Amendment and Termination of the Plan. The Committee may amend, modify, suspend or
10.
terminate the Plan, in whole or in part, at any time, including the adoption of amendments deemed
necessary or desirable to correct any defect or to supply omitted data or to reconcile any inconsistency in
the Plan or in any Award granted hereunder; provided, however, that no amendment, alteration,
suspension or discontinuation shall be made which would (a) impair any payments to Participants made
prior to such amendment, modification, suspension or termination, unless the Committee has made a
determination that such amendment or modification is in the best interests of all persons to whom Awards
have theretofore been granted; provided further, however, that in no event may such an amendment or
modification result in an increase in the amount of compensation payable pursuant to such Award or (b)
cause compensation that is, or may become, payable hereunder to fail to qualify as Performance-Based
Compensation. To the extent necessary or advisable under applicable law, including Section 162(m), Plan
amendments shall be subject to shareholder approval. At no time before the actual distribution of funds to
Participants under the Plan shall any Participant accrue any vested interest or right whatsoever under the
Plan except as otherwise stated in this Plan.
A-4
Forfeiture Events. All Awards will be subject to recoupment under any clawback policy that the
11.
Company is required to adopt pursuant to the listing standards of any national securities exchange or
association on which the Company's securities are listed or as is otherwise required by the Dodd-Frank
Wall Street Reform and Consumer Protection Act or other applicable laws. In addition, to the extent
required by Section 304 of the Sarbanes-Oxley Act of 2002, an applicable Participant shall reimburse the
Company the amount of any payment in settlement of an Award earned or accrued under the Plan during
the 12 month period following the first public issuance or filing with the Securities and Exchange
Commission (whichever first occurred) of the financial document embodying such financial reporting
requirement.
12. Withholding. Distributions pursuant to this Plan shall be subject to all applicable federal and state
tax and withholding requirements.
At-Will Employment. No statement in this Plan should be construed to grant any employee an
13.
employment contract of fixed duration or any other contractual rights, nor should this Plan be interpreted
as creating an implied or an expressed contract of employment or any other contractual rights between the
Company and its employees. The employment relationship between the Company and its employees is
terminable at-will. This means that an employee of the Company may terminate the employment
relationship at any time and for any reason or no reason.
Successors. All obligations of the Company under the Plan, with respect to awards granted
14.
hereunder, shall be binding on any successor to the Company, whether the existence of such successor is
the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of
the business or assets of the Company.
Indemnification. Each person who is or shall have been a member of the Committee, or of the
15.
Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or
she may be involved by reason of any action taken or failure to act under the Plan or any award, and (b)
from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid
by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or
her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such
persons may be entitled under the Company's Certificate of Incorporation or Bylaws, by contract, as a
matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold
them harmless.
Nonassignment. The rights of a Participant under this Plan shall not be assignable or transferable
16.
by the Participant except by will or the laws of intestacy.
Governing Law. The Plan shall be governed by the laws of the State of Arizona, without regard to
17.
conflicts of law provisions thereunder.
A-5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
FORM 10-K
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended March 31, 2016
OR
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to __________
Commission File Number: 0-21184
MICROCHIP TECHNOLOGY INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware
86-0629024
(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer Identification No.)
2355 W. Chandler Blvd., Chandler, AZ 85224-6199
(Address of 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
Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per Share
NASDAQ® Global Market
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.
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
Yes
No
No
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.
Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
No
Aggregate market value of the voting and non-voting common equity held by non-affiliates as of September 30, 2015 based upon the closing price
of the common stock as reported by the NASDAQ Global Market on such date was approximately $8,528,992,176.
Number of shares of Common Stock, $0.001 par value, outstanding as of May 16, 2016: 214,815,223 shares
Document
Proxy Statement for the 2016 Annual Meeting of Stockholders
Part of Form 10-K
III
Documents Incorporated by Reference
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
FORM 10-K
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for 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
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 and Services
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Exhibits and Financial Statement Schedules
PART IV
Signatures
Power of Attorney
Page
3
12
24
24
24
26
26
28
30
46
46
46
46
49
49
49
50
50
50
51
52
53
2
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 – Management's
Discussion and Analysis of Financial Condition and Results of Operations – 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 12, 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, manufacture and sell specialized semiconductor products used by our customers for a wide variety of
embedded control applications. Our product portfolio comprises general purpose and specialized 8-bit, 16-bit, and 32-bit
microcontrollers, a broad spectrum of high-performance linear, mixed-signal, power management, thermal management, radio
frequency (RF), timing, safety, security, wired connectivity and wireless connectivity devices, as well as serial EEPROMs,
Serial Flash memories, Parallel Flash memories and serial SRAM memories. We also license Flash-IP solutions that are
incorporated in a broad range of products. Our synergistic product portfolio targets thousands of applications worldwide and a
growing demand for high-performance designs in the automotive, communications, computing, consumer and industrial control
markets. Our quality systems are ISO/TS16949 (2009 version) certified.
Microchip Technology Incorporated was incorporated in Delaware in 1989. In this Form 10-K, "we," "us," "our," and
"Microchip" 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:
•
•
•
•
•
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 of our SEC filings on our website are available free of charge. The information on our website is not incorporated into
this Form 10-K.
Recent Developments
On April 4, 2016, we completed our acquisition of Atmel Corporation (Atmel). Under the terms of the merger agreement
executed on January 19, 2016, Atmel stockholders received $8.15 per share in a combination of $7.00 per share in cash and
$1.15 per share in shares of Microchip common stock. We financed the purchase price of our Atmel acquisition using
approximately $2.04 billion of cash, cash equivalents, short-term investments and long-term investments held by certain of our
foreign subsidiaries, approximately $0.94 billion from additional borrowings under our existing line of credit agreement and
approximately $489 million by issuing an aggregate of 10.1 million shares of our common stock. The acquisition price
represents a total equity value of approximately $3.47 billion, and a total enterprise value of approximately $3.43 billion, after
excluding Atmel's cash and investments net of debt of approximately $39.3 million. Atmel is a worldwide leader in the design
and manufacture of microcontrollers, capacitive touch solutions, advanced logic, mixed-signal, nonvolatile memory and RF
components. Atmel is headquartered in San Jose, California and has offices, manufacturing and research facilities in North
America, Europe and Asia.
3
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:
differentiate their products
replace less efficient electromechanical control devices
reduce the number of components in their system
add product functionality
reduce the system level energy consumption
•
•
•
•
•
• make systems safer to operate
•
•
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:
automotive comfort, safety, information and entertainment applications
•
remote control devices, including garage door openers
•
handheld tools
•
large and small home appliances
•
portable computers and accessories
•
robotics
•
energy monitoring
•
•
thermostats
• motor controls
•
•
•
•
•
• medical instruments
security systems
smoke and carbon monoxide detectors
consumer electronics
power supplies
applications needing touch buttons, touch screens and graphical user interfaces
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, often with on-
board non-volatile program memory for program storage, random access memory for data storage and various analog and
digital input/output peripheral capabilities. In addition to the microcontroller, a complete embedded control system
incorporates application-specific software, various analog, mixed-signal, timing and connectivity products and non-volatile
memory components such as EEPROMs and Flash memory.
The increasing demand for embedded control has made the market for microcontrollers one of the significant segments of
the semiconductor market at over $15 billion in calendar year 2015. Microcontrollers are primarily available in 8-bit through
32-bit architectures. 8-bit microcontrollers remain very cost-effective for a wide range of high-volume embedded control
applications and, as a result, continue to represent a significant 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. The analog and mixed-signal segment of the semiconductor market is very large at over $44 billion in calendar
year 2015, and this market is fragmented into a large number of sub segments.
Our Products
Our strategic focus is on embedded control solutions, including:
general purpose and specialized microcontrollers
development tools and related software
analog, interface, mixed signal and timing products
•
•
•
• wired and wireless connectivity products
• memory products
•
technology licensing
4
We provide highly cost-effective embedded control solutions that also offer the advantages of small size, high
performance, extreme low power usage, wide voltage range operation, mixed signal integration, and ease of development, thus
enabling timely and cost-effective integration of our solutions by our customers in their end products.
Microcontrollers
We offer a broad family of proprietary general purpose microcontroller products 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
close to 17 billion microcontrollers to customers worldwide since their introduction in 1990. We also offer specialized
microcontrollers for automotive networking, computing, lighting, power supplies, motor control, wired connectivity and
wireless connectivity. With over 1,400 microcontrollers in our product portfolio, we target the 8-bit, 16-bit, and 32-bit
microcontroller markets.
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 microcontroller products. Our extensive experience base
has enabled us to develop microcontrollers with rich analog and digital peripherals, that have a small footprint, extreme low
power consumption and are re-programmable, enabling us to be a leader in 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 PIC microcontrollers for specific applications and, we believe, they are a key factor for
facilitating design wins.
Our family of development tools for our PIC products 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 capability. We also
offer a complete suite of compilers, software code configurators and simulators. 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 PIC development tools 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 approximately 200 third-party tool suppliers worldwide whose
products support our proprietary microcontroller architecture.
We believe that familiarity with and adoption of development tools from Microchip as well as our third-party development
tool partners 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 approximately two million development tools.
Analog, Interface, Mixed Signal and Timing Products
Our analog, interface, mixed signal and timing products consist of several families with over 3,000 power management,
linear, mixed-signal, high voltage, thermal management, RF, drivers, safety and security, timing, USB, ethernet, wireless and
other interface products.
We market and sell our analog, interface, mixed signal and timing products into our microcontroller customer base, to
customers who use microcontrollers from other suppliers and to customers who use other products that may not fit our
traditional 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 of serial electrically erasable programmable read-only memory (referred to as Serial
EEPROMs), Serial Flash memories, Parallel Flash memories and Serial SRAM memories. Serial EEPROMs, Serial Flash
memories and Serial SRAMs have a very low I/O pin requirement, permitting production of very small footprint devices. We
sell our memory products primarily into the embedded control market, complementing our microcontroller offerings.
5
Technology Licensing
Our technology licensing business includes license fees and royalties associated with technology licenses for the use of our
SuperFlash® embedded flash and Smartbits® one time programmable NVM technologies. We also generate fees for
engineering services related to these technologies. We license our NVM technologies to foundries, integrated device
manufacturers and design partners throughout the world for use in the manufacture of their advanced microcontroller products,
gate array, RF and analog products that require embedded non-volatile memory.
Manufacturing
Our manufacturing operations include wafer fabrication, wafer probe, assembly and test. The ownership of a substantial
portion 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
wafer fabrication facilities and our assembly and test operations, and by employing statistical techniques (statistical process
control, 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 a portion of the wafer manufacturing and assembly and testing profit margin. We do outsource a
significant portion of our manufacturing requirements to third parties and the amount of our outsourced manufacturing has
increased in recent years due to our acquisitions of companies that outsource all or substantial portions of their manufacturing.
Our manufacturing facilities are located in:
• Tempe, Arizona (Fab 2)
• Gresham, Oregon (Fab 4)
•
• Chandler, Arizona (wafer probe)
• Bangkok, Thailand (wafer probe, assembly and test)
San Jose, California (wafer fab, wafer probe and test)
Wafer Fabrication
Fab 2 currently produces 8-inch wafers and supports manufacturing processes from 0.35 microns to 5.0 microns. During
fiscal 2016, we increased Fab 2's capacity to support more advanced technologies by making process improvements, upgrading
existing equipment, and adding equipment.
Fab 4 currently produces 8-inch wafers using predominantly 0.22 microns to 0.5 microns manufacturing processes and is
capable of supporting technologies below 0.18 microns. During fiscal 2016, we increased Fab 4's capacity to support more
advanced technologies by making process improvements, upgrading existing equipment, and adding equipment. A significant
amount of additional clean room capacity in 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 and Fab 4 will provide sufficient capacity to allow us to respond to
increases in future demand over the next several years with modest incremental capital expenditures.
As a result of our acquisition of Micrel, Incorporated (Micrel) in August 2015, we acquired a 6-inch fab in San Jose,
California and are in the process of providing last time inventory for our customers as we transition those products into our Fab
2 and Fab 4 facilities. We intend to start decommissioning the San Jose Fab in late fiscal 2017.
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 have, in recent years, outsourced a larger portion of our wafer production requirements to third-party wafer foundries
to augment our internal manufacturing capabilities. As a result of our acquisitions in recent years, we have become more
reliant on outside wafer foundries for our wafer fabrication requirements. In fiscal 2016, approximately 39% of our sales came
from products that were produced at outside wafer foundries.
6
Wafer Probe, Assembly and Test
We perform wafer probe, product assembly and testing at our facilities located near Bangkok, Thailand. We also perform a
limited amount of wafer probe and test at our Chandler, Arizona and San Jose, California facilities. During fiscal 2016, we
increased our Thailand facilities' capacity to support more technologies by making process improvements, upgrading existing
equipment, and adding equipment. During fiscal 2016, approximately 53% of our assembly requirements were being
performed in our Thailand facilities and approximately 81% of our test requirements were performed in our Thailand
facilities. 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
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 complementary
metal-oxide semiconductor (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 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.
Historically, we have relied on our ability to respond quickly to customer orders as part of our competitive strategy,
resulting in customers placing orders with relatively short delivery schedules. In order to respond to such requirements, we
have historically maintained a significant work-in-process and finished goods inventory.
At the end of fiscal 2016, we owned identifiable long-lived assets (consisting of property, plant and equipment) in the U.S.
with a carrying value, net of accumulated depreciation, of $373.9 million and $235.5 million in other countries, including
$182.8 million in Thailand. At the end of fiscal 2015, we owned identifiable long-lived assets (consisting of property, plant and
equipment) in the U.S. with a carrying value, net of accumulated depreciation, of $331.4 million and $250.2 million in other
countries, including $198.0 million in Thailand. At the end of fiscal 2014, we owned identifiable long-lived assets in the U.S.
with a carrying value, net of accumulated depreciation, of $311.9 million and $220.1 million in other countries, including
$179.1 million in Thailand.
We have many suppliers of raw materials and subcontractors which provide our various materials and service needs. We
generally seek to have multiple sources of supply for our raw materials and services, but, in some cases, we may rely on a
single or limited number of suppliers. In such event, we have plans to reduce the exposure that would result from a disruption
in supply.
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 development of general purpose and specialized
microcontrollers, wired and wireless connectivity products, analog, interface, mixed signal and timing products, Serial
EEPROM memory, NOR FLASH memory, Embedded FLASH technologies, development systems, human interface products,
software and application-specific software libraries. We are also developing design, assembly, test 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 2016, our R&D expenses were $372.6 million, compared to $349.5 million in fiscal 2015 and $305.0 million in
fiscal 2014. R&D expenses included share-based compensation expense of $32.0 million in fiscal 2016, $28.2 million in fiscal
2015 and $24.6 million in fiscal 2014.
7
Sales and Distribution
General
We market and sell 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 client engagement managers (CEMs), embedded system engineers (ESEs), 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
ESE team is to provide technical assistance to customers and to conduct periodic training sessions for the balance of our sales
team. ESEs also frequently conduct technical seminars and workshops in major cities around the world.
Our licensing division has dedicated sales, technology, design, product, test and reliability personnel that support the
requirements of our licensees.
For information regarding revenue, results of operations, and total assets for each of our last three fiscal years, refer to our
financial statements included in this Form 10-K.
Distribution
Our distributors focus primarily on servicing the product requirements of a broad base of diverse customers. We believe
that distributors provide an effective means of reaching this broad and diverse customer base. We believe that customers
recognize us for our products and brand name and use distributors as an effective supply channel.
In fiscal 2016, we derived 53% of our net sales through distributors and 47% of our net sales from customers serviced
directly by us. In fiscal 2015, we derived 51% of our net sales through distributors and 49% of our net sales from customers
serviced directly by us. In fiscal 2014, we derived 53% of our net sales through distributors and 47% of our net sales from
customers serviced directly by us. No distributor or end customer accounted for more than 10% of our net sales in fiscal 2016,
fiscal 2015 or fiscal 2014.
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 2016, fiscal 2015 and fiscal 2014 were as follows (dollars in thousands):
Americas
Europe
Asia
Total Sales
Year Ended March 31,
$
2016
417,579
474,629
1,281,126
$ 2,173,334
%
19.2
21.8
59.0
100.0
$
2015
421,947
452,165
1,272,924
$ 2,147,036
%
19.7
21.0
59.3
100.0
$
2014
365,609
411,531
1,154,077
$ 1,931,217
%
18.9
21.3
59.8
100.0
Sales to foreign customers accounted for approximately 84% of our net sales in each of fiscal 2016, 2015 and 2014. 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 U.S., Canada, Central America and South America.
Sales to customers in China, including Hong Kong, accounted for approximately 30%, 28% and 29% of our net sales in
fiscal 2016, 2015 and 2014, respectively. Sales to customers in Taiwan accounted for approximately 12%, 14% and 13% of our
net sales in fiscal 2016, 2015 and 2014, respectively. We did not have sales into any other foreign countries that exceeded 10%
of our net sales during fiscal 2016, fiscal 2015 or fiscal 2014.
8
Our international sales are substantially all 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 is subject to seasonally lower
revenues in the third and fourth quarters of our fiscal year. However, in recent periods, the impact of our acquisitions, changes
in global economic 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.
Backlog
As of April 30, 2016, our backlog was approximately $1,212.3 million, including approximately $360.0 million related to
Atmel, compared to $765.0 million as of April 30, 2015, which excludes Atmel. 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 relatively 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
engineering, manufacturing, marketing and distribution of their products. We also compete with a number of companies that
we believe have copied, cloned, pirated or reverse engineered our proprietary product lines in such countries as China and
Taiwan. We are continuing to take actions to vigorously and aggressively defend and protect our intellectual property on a
worldwide basis.
We currently compete principally on the basis of the technical innovation and performance of our embedded control
products, including the following product characteristics:
performance
analog, digital and mixed signal functionality and level of functional integration
•
•
• memory density
•
•
•
•
•
low power consumption
extended voltage ranges
reliability
packaging alternatives
complete development tool line
We believe that other important competitive factors in the embedded control market include:
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functionality of application development systems
dependable delivery, quality and availability
technical and innovative service and support
time to market
price
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.
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Patents, Licenses and Trademarks
We maintain a portfolio of U.S. and foreign patents, expiring on various dates between 2016 and 2035. We also have
numerous additional U.S. 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 our intention is to continue to patent our technology 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 new and enhanced products. As with any operating company, the scope
and strength of our intellectual property assets, including our pending and existing patents, trademarks, copyrights, and other
intellectual property rights may be insufficient to provide meaningful protection or commercial advantage. Moreover, pursuing
violations of intellectual property rights on a worldwide basis is a complex challenge involving multinational patent, trademark,
copyright and trade secret laws. Further, the laws of particular foreign countries often fail to protect our intellectual property
rights to the same extent as the laws of the U.S.
We have also entered into certain intellectual property licenses and cross-licenses with other companies and those licenses
relate to semiconductor products and manufacturing processes. As is typical in the semiconductor industry, we and our
customers from time to time receive, and may continue to receive, demand letters from third parties asserting infringement of
patent and other intellectual property rights. We diligently investigate all such notices and respond as we believe
appropriate. In most cases we believe that we can obtain necessary licenses on commercially reasonable terms, however, we
cannot be certain that this would be the case, or that litigation or damages for any past infringement could be avoided.
Litigation, which could result in substantial costs and require significant attention from management, may be necessary to
enforce our intellectual property rights, or to defend against claimed infringement of the rights of others. The failure to obtain
necessary licenses, or the necessity of engaging in defensive litigation, 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 material 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,
discharge and disposal of regulated substances could result in significant 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 recently adopted environmental regulations, our
business and results of operations could suffer if for any reason we fail to control the storage or use of, or to adequately restrict
the discharge or disposal of, hazardous substances under present or future environmental regulations.
Employees
As of March 31, 2016, we had 9,766 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 of the Registrant
The following sets forth certain information regarding our executive officers as of April 30, 2016:
Name
Steve Sanghi
Ganesh Moorthy
J. Eric Bjornholt
Stephen V. Drehobl
Mitchell R. Little
Richard J. Simoncic
Age
60
56
45
54
64
52
Chief Executive Officer and Chairman of the Board
Position
President and Chief Operating Officer
Vice President, Chief Financial Officer
Vice President, MCU8 and Technology Development Division
Vice President, Worldwide Sales and Applications
Vice President, Analog Power and Interface Division
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Mr. Sanghi has served as Chief Executive Officer since October 1991, and Chairman of the Board since October 1993. He
served as President from August 1990 to February 2016 and 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. From May 2007 until April 2016, he served as a member of the Board of
Directors of FIRST (For Inspiration and Recognition of Science and Technology).
Mr. Moorthy has served as President since February 2016 and as Chief Operating Officer since June 2009. He also served
as Executive Vice President from October 2006 to August 2012 and as a Vice President in various roles since he joined
Microchip in 2001. 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 Mumbai, India. Mr. Moorthy was elected to the Board of
Directors of Rogers Corporation in July 2013.
Mr. Bjornholt has served as Vice President of Finance since 2008 and as Chief Financial Officer since January 2009. He
has served in various financial management capacities since he joined Microchip in 1995. Mr. Bjornholt holds a Master's
degree in Taxation from Arizona State University and a B.S. degree in Accounting from the University of Arizona.
Mr. Drehobl has served as Vice President of the MCU8 and Technology Development 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. 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. Simoncic has served as Vice President, Analog Power and Interface Division since September 1999. From October
1995 to September 1999, he served as Vice President in various roles. Since 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.
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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.
Our operating results are impacted by global economic conditions and may fluctuate in the future due to a number of
factors that could reduce our net sales and profitability.
Our 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 operating results include:
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general economic, industry or political conditions in the U.S. or internationally;
changes in demand or market acceptance of our products and products of our customers, and market fluctuations
in the industries into which such products are sold;
changes in utilization of our manufacturing capacity and fluctuations in manufacturing yields;
our ability to realize the expected benefits of our acquisitions including our recent acquisition of Atmel;
changes or fluctuations in customer order patterns and seasonality;
our ability to secure sufficient wafer foundry, assembly and testing capacity;
the mix of inventory we hold and our ability to satisfy orders from our inventory;
levels of inventories held by our customers;
risk of excess and obsolete inventories;
changes in tax regulations and policies in the U.S. and other countries in which we do business;
our ability to ramp our factory capacity to meet customer demand;
competitive developments including pricing pressures;
unauthorized copying of our products resulting in pricing pressure and loss of sales;
availability of raw materials and equipment;
our ability to successfully transition products to more advanced process technologies to reduce manufacturing
costs;
the level of orders that are received and can be shipped in a quarter;
the level of sell-through of our products through distribution;
fluctuations in our mix of product sales;
announcements of significant acquisitions by us or our competitors;
disruptions in our business or our customers' businesses due to terrorist activity, armed conflict, war, worldwide
oil prices and supply, public health concerns, natural disasters or disruptions in the transportation system;
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 current or future tax audits or any litigation involving intellectual property, customers
or other issues;
fluctuations in commodity prices; and
property damage or other losses, whether or not covered by insurance.
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 our 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. Adverse global economic conditions, the subsequent economic recovery and
uncertainty surrounding the strength and duration of such recovery have caused our operating results to fluctuate significantly
and make comparability between periods less meaningful.
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 and assembly and test 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 our failure to meet contractual shipment deadlines. Our
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operating results are also adversely affected when we operate at less than optimal capacity. For example, in fiscal 2012 and
fiscal 2013 we reduced wafer starts in both Fab 2 and Fab 4, which negatively impacted our gross profit through the March
2013 quarter. We increased wafer starts modestly throughout fiscal 2014 and fiscal 2015. Although we operated at normal
capacity levels during the last three quarters of fiscal 2015, the first two quarters of fiscal 2016 and the fourth quarter of fiscal
2016, there can be no assurance that such production levels will be maintained in future periods.
We may not fully realize the anticipated benefits of our completed or future acquisitions or divestitures including our
recently completed acquisition of Atmel.
We have acquired, and expect in the future to acquire, additional businesses that we believe will complement or augment
our existing businesses. On April 4, 2016, we acquired Atmel which is our largest and most complex acquisition ever. In
addition, in August 2015, we completed our acquisition of Micrel; in July 2014, we completed our acquisition of a controlling
interest in ISSC Technologies Corp. (ISSC); in April 2014, we completed our acquisition of Supertex, Inc. (Supertex); and in
August 2012, we completed our acquisition of Standard Microsystems Corporation (SMSC). The integration process for our
acquisitions may be complex, costly and time consuming and include unanticipated issues, expenses and liabilities. We may
not be able to successfully or profitably integrate, operate, maintain and manage any newly acquired operations or employees.
We may not be able to maintain uniform standards, procedures and policies and we may be unable to realize the expected
synergies and cost savings from the integration. There may be increased risk due to integrating financial reporting and internal
control systems. We may have difficulty in developing, manufacturing and marketing the products of a newly acquired
company, or in growing the business at the rate we anticipate. Following an acquisition, we may not achieve the revenue or net
income levels that justify the acquisition. We may suffer loss of key employees, customers and strategic partners of acquired
companies and it may be difficult to implement our corporate culture at acquired companies. We may be subject to claims from
terminated employees, shareholders of acquired companies and other third parties related to the transaction. In particular, as a
result of our Atmel acquisition, we became involved with certain third-party claims related to the Atmel business. See "Item 3.
Legal Proceedings" for information regarding such claims. Acquisitions may also result in charges (such as acquisition-related
expenses, write-offs, restructuring charges, or future impairment of goodwill), contingent liabilities, adverse tax consequences,
additional stock-based compensation expense and other charges that adversely affect our operating results. Additionally, we
may fund acquisitions of new businesses or strategic alliances by utilizing cash, borrowings under our credit agreement, raising
debt, issuing shares of our common stock, or other mechanisms.
Further, if we decide to divest assets or a business, we may encounter difficulty in finding or completing divestiture
opportunities or alternative exit strategies on acceptable terms or in a timely manner. These circumstances could delay the
achievement of our strategic objectives or cause us to incur additional expenses with respect to assets or a business that we want
to dispose of, or we may dispose of assets or a business at a price or on terms that are less favorable than we had anticipated.
Even following a divestiture, we may be contractually obligated with respect to certain continuing obligations to customers,
vendors, landlords or other third parties. We may also have continuing obligations for pre-existing liabilities related to the
assets or businesses. Such obligations may have a material adverse impact on our results of operations and financial condition.
In addition to acquisitions, we have in the past, and expect in the future, to enter into joint development agreements or
other business or strategic relationships with other companies. These transactions are subject to a number of risks similar to
those we face with our acquisitions including our ability to realize the expected benefits of any such transaction, to successfully
market and sell any products resulting from such transactions or to successfully integrate any technology developed through
such transactions.
Our financial condition and results of operations could be adversely affected if we do not effectively manage our current or
future debt.
In February 2015, we amended our credit agreement to increase the revolving credit facility to $2.555 billion and we sold
$1.725 billion of principal value of our 1.625% senior subordinated convertible debentures. As a result of such transactions, we
have a substantially greater amount of debt than we had maintained in the past. In August 2015, we increased our borrowings
under our credit agreement to finance the approximately $430 million cash portion of the purchase price of our Micrel
acquisition which closed on August 3, 2015. In December 2015, we exercised our increase option in our credit agreement to
obtain additional revolving commitments of $219 million, bringing our total revolving credit facility to $2.774 billion. At
March 31, 2016, we had $1,052.0 million in outstanding borrowings under such credit agreement. In connection with the
closing of our acquisition of Atmel on April 4, 2016, we increased our borrowings under our credit agreement by approximately
$0.94 billion to finance a portion of the purchase price of such acquisition. Our maintenance of substantial levels of debt could
adversely affect our ability to take advantage of corporate opportunities and could adversely affect our financial condition and
results of operations. We may need or desire to refinance all or a portion of our loans under our credit agreement, our
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debentures or any other future indebtedness and there can be no assurance that we will be able to refinance any of our
indebtedness on commercially reasonable terms, if at all.
We are dependent on orders that are received and shipped in the same quarter and therefore have limited visibility to future
product shipments.
Our net sales in any given quarter depend upon a combination of shipments from backlog, and customer orders that are
both received and shipped in that same 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 relied on
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 reduce 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 it more difficult to forecast net sales. As a significant portion of our products are manufactured at
foundries, foundry lead times may affect our ability to satisfy certain turns orders. 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 will likely 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. 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:
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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 and the success of such
applications;
the rate at which the markets that we serve redesign and change their own products;
changes in demand in the markets that we serve and the overall rate of growth or contraction of such markets,
including but not limited to the automotive, personal computing and consumer electronics markets;
product introductions by our competitors;
the number, nature and success of our competitors in a given market;
our ability to obtain adequate foundry and assembly and test capacity and 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;
our ability to remain price competitive against companies that have copied our proprietary product lines,
especially in countries where intellectual property rights protection is difficult to achieve and maintain;
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, interface, mixed signal and timing products have
remained relatively constant, while average selling prices of our memory and non-proprietary analog, interface, mixed signal
and timing 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, primarily due 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.
However, there can be no assurance that we will be able to do so in the future. We have experienced in the past, and expect to
continue to experience in the future, varying degrees of competitive pricing pressures in our memory and non-proprietary
analog, interface, mixed signal and timing 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.
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We are dependent on wafer foundries and other contractors to perform key manufacturing functions for us, and our
licensees of our SuperFlash and other technologies also rely on foundries and other contractors.
We rely on outside wafer foundries for a significant portion of our wafer fabrication needs. Specifically, during each of
fiscal 2016 and fiscal 2015, approximately 39% of our net sales came from products that were produced at outside wafer
foundries. We also use several contractors located in Asia for a portion of the assembly and testing of our products. Our
reliance on third party contractors and foundries increased as a result of our acquisitions of SMSC in August 2012, Supertex in
April 2014 and ISSC in July 2014. The disruption or termination of any of our contractors could harm our business and
operating results.
Our use of third parties somewhat reduces our control over the subcontracted portions of our business. Our future
operating results could suffer if any contractor were to experience financial, operational 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 the countries in which such contractors are located were to experience political
upheaval or infrastructure disruption. 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 on terms favorable to us, or at all. Additionally, these subcontractors could abandon fabrication processes that
are important to us, or fail to adopt advanced manufacturing technologies that we desire to control costs. In any such event, we
could experience an interruption in production, an increase in manufacturing and production costs or a decline in product
reliability, and our business and operating results could be adversely affected. Further, our use of subcontractors increases the
risks of potential misappropriation of our intellectual property.
Certain of our SuperFlash and other technology licensees also rely on outside wafer foundries for wafer fabrication
services. If our licensees were to experience any disruption in supply from outside wafer foundries, this would reduce the
revenue we receive in our technology licensing business and would harm our operating results.
Our operating results are 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 is subject to seasonally lower
revenues in the third and fourth quarters of our fiscal year. However, broad fluctuations in our overall business, changes in
semiconductor industry and global economic conditions and our acquisition activity can have a more significant impact on our
results than seasonality. As a result, in periods when these broad fluctuations, changes in business conditions or acquisitions
occur, it is difficult to assess the impact of seasonal factors on our business. The semiconductor 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 cyclically by selling proprietary products, that cannot be easily or quickly replaced, to a
geographically diverse customer base 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.
Our business is dependent on selling through distributors.
Sales through distributors accounted for approximately 53% of our net sales in fiscal 2016 and approximately 51% of
our net sales in fiscal 2015. We do not have long-term agreements with our distributors, and we and our distributors may each
terminate our relationship with little or no advance notice.
Any future adverse conditions in the U.S. or global economies or in the U.S. or global credit markets could materially
impact the operations of our distributors. Any deterioration in the financial condition of our distributors or any disruption in the
operations of our distributors could adversely impact the flow of our products to our end customers and adversely impact our
results of operation. In addition, during an industry or economic downturn, it is possible there will be an oversupply of
products and a decrease in sell-through of our products by our distributors which could reduce our net sales in a given period
and result in an increase in inventory returns. Violations of the Foreign Corrupt Practices Act, or similar laws, by our
distributors or other channel partners could have a material adverse impact on our business.
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Our success depends on our ability to introduce new products on a timely basis.
Our future operating results depend on our ability to develop and timely introduce new products that 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:
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proper new product selection;
timely completion and introduction of new product designs;
procurement of licenses for intellectual property rights from third parties under commercially reasonable terms;
timely filing and protection of intellectual property rights for new product designs;
availability of development and 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 new product development.
In addition, our new products may not receive or maintain substantial market acceptance. We may be unable to timely design,
develop and introduce competitive products, 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.
Our technology licensing business exposes us to various risks.
Our technology licensing business is based on our SuperFlash and other technologies. The success of our licensing
business depends on the continued market acceptance of these technologies and on our ability to further develop and enhance
such technologies and to introduce new technologies in the future. To be successful, any such technology must be able to be
repeatably implemented by licensees, provide satisfactory yield rates, address licensee and customer requirements, and perform
competitively. The success of our technology licensing business depends on various other factors, including, but not limited to:
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timely development and introduction of new or enhanced technology;
our ability to protect and enforce our intellectual property rights for our licensed technology;
our ability to limit our liability and indemnification obligations to licensees;
availability of sufficient development and support services to assist licensees in their design and manufacture of
products integrating our technology;
availability of foundry licensees with sufficient capacity to support OEM production; and
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Because our licensed technologies are complex, there may be delays from time to time in developing and enhancing such
technologies. There can be no assurance that our existing or any enhanced or new technology will achieve or maintain
substantial market acceptance. Our licensees may experience disruptions in production or lower than expected production
levels which would adversely affect the revenue that we receive from them. Our technology license agreements generally
include an indemnification clause that indemnifies the licensee against liability and damages (including legal defense costs)
arising from intellectual property matters. We could be exposed to substantial liability for claims or damages related to
intellectual property matters or indemnification claims. Any claim, with or without merit, could result in significant legal fees
and require significant attention from our management. Any of the foregoing issues may adversely impact the success of our
licensing business and adversely affect our future operating results.
We may lose sales if our suppliers of raw materials and equipment fail to meet our needs.
Our semiconductor manufacturing operations require raw and processed 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 materials and equipment that meet our standards. The materials and equipment necessary for our business
could become more difficult to obtain as worldwide use of semiconductors in product applications increases. Additionally,
consolidation in our supply chain due to mergers and acquisitions may reduce the number of suppliers or change the
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relationships that we have with our suppliers. This could impair sourcing flexibility or increase costs. 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 replacement parts. An
interruption of any materials or equipment sources, or the lack of supplier support for a particular piece of equipment, could
harm our business.
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, other
intellectual property rights, product failures, contracts and other matters. As is typical in the semiconductor industry, we
receive notifications from third parties from time to time who believe that we owe them indemnification or other obligations
related to claims made against us, our direct or indirect customers or our licensees. These legal proceedings and claims, even if
meritless, could result in substantial costs to us and divert our resources. If we are not able to resolve a claim, settle a matter,
obtain necessary licenses on commercially reasonable terms, reengineer our products or processes to avoid infringement,
provide a cost-effective remedy, 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 products or
using certain processes, suffer a reduction or elimination in the value of our 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 claims related to the manufacture, performance or use of our
products. These claims may be due to injuries, economic damage or environmental exposures related to manufacturing, a
product's nonconformance to our specifications or specifications agreed upon with the customer, changes in our manufacturing
processes, or unexpected customer system issues due to the integration of our products or insufficient design or testing by our
customers. We could incur significant expenses related to such matters, including, but not limited to:
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costs related to writing off the value of our inventory of nonconforming products;
recalling nonconforming products;
providing support services, product replacements, or modifications to products and the defense of such claims;
diversion of resources from other projects;
lost revenue or a delay in the recognition of revenue due to cancellation of orders or unpaid receivables;
customer imposed fines or penalties for failure to meet contractual requirements; and
a requirement to pay damages or penalties.
Because the systems into which our products are integrated have a higher cost of goods than the products we sell, the
expenses and damages we are asked to pay 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, certain of our contracts
may not exclude such liabilities. Further, our ability to avoid such liabilities may be limited by applicable law. We do have
liability insurance which covers certain damages arising out of product defects, but we do not expect 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
these customer claims may adversely affect the results of our operations.
Further, we sell to customers in industries such as automotive, aerospace, defense, safety, security, and medical, where
failure of the systems in which our products are integrated could cause damage to property or persons. We may be subject to
claims if our products, or the integration of our products, cause system failures. We will face increased exposure to claims if
there are substantial increases in either the volume of our sales into these applications or the frequency of system failures
integrating our products.
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 technology 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 and new
patents, trademarks and copyrights that issue may not have sufficient scope or strength to provide meaningful protection or
commercial advantage to us. We may be subject to, or may ourselves initiate, interference proceedings in the U.S. Patent and
Trademark Office, patent offices of a foreign country or U.S. or foreign courts, 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 U.S. Infringement of our intellectual property rights by a third party could result in
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uncompensated lost market and revenue opportunities for us. Although we continue to vigorously and aggressively defend and
protect our intellectual property on a worldwide basis, there can be no assurance that we will be successful in our endeavors.
Our operating results may be adversely impacted if economic conditions impact the financial viability of our licensees,
customers, distributors, or suppliers.
We regularly review the financial performance of our licensees, customers, distributors and suppliers. However, any
downturn in global economic conditions may adversely impact the financial viability of our licensees, customers, distributors or
suppliers. The financial failure of a large licensee, customer or distributor, an important supplier, or a group thereof, could have
an adverse impact on our operating results and could result in our not being able to collect our accounts receivable balances,
higher reserves for doubtful accounts, write-offs for accounts receivable, and higher operating costs as a percentage of net sales.
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 2016, approximately 84% of our
net sales were made to foreign customers, including 30% in China. During fiscal 2015, approximately 84% of our net sales
were made to foreign customers, including 28% in China.
A strong position in the Chinese market is a key component of our global growth strategy. The market for integrated
circuit products in China is highly competitive, and both international and domestic competitors are aggressively seeking to
increase their market share. Increased competition or economic weakness in the China market may make it difficult for us to
achieve our desired sales volumes in China. In particular, economic conditions in China remain uncertain and we are unable to
predict whether such uncertainty will continue or worsen in future periods.
We deliver products to our European customers through our facilities in England. The UK’s EU referendum on June 23,
2016 (called "Brexit" in the press) is to determine whether the UK will leave the EU. If the UK does leave the EU, we may
lose our ability to import and export products tax-free throughout Europe. As a result, it may increase the costs to Microchip
for the import and sale of our products to our customers, which may result in a decrease in sales to certain of our customers. In
order to avoid these costs, we may have to consider alternate methods for delivering product into Europe. In implementing
these changes, we may experience a disruption in operations or product shipments.
We purchase a substantial portion of our raw materials and equipment from foreign suppliers. In addition, we own product
assembly and testing facilities near Bangkok, Thailand, which has experienced periods of political instability in the past.
Substantially all of our finished goods inventory is maintained in Thailand. From time to time, Thailand has also experienced
periods of severe flooding. There can be no assurance that any future flooding or political instability in Thailand would not
have a material adverse impact on our operations. We use various foundries and other foreign contractors for a significant
portion of our assembly and testing and wafer fabrication requirements.
Our reliance on foreign operations, foreign suppliers, maintenance of substantially all of our finished goods inventory at
foreign locations and significant foreign sales exposes us to foreign political and economic risks, including, but not limited to:
•
•
•
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political, social and economic instability;
economic uncertainty in the worldwide markets served by us;
trade restrictions and changes in tariffs;
import and export license requirements and restrictions;
changes in rules and laws related to taxes, environmental, health and safety, technical standards and consumer
protection in various jurisdictions;
currency fluctuations and foreign exchange regulations;
difficulties in staffing and managing international operations;
employment regulations;
disruptions in international transport or delivery;
public health conditions;
difficulties in collecting receivables and longer payment cycles; and
potentially adverse tax consequences.
If any of these risks materialize, or are worse than we anticipate, our sales could decrease and our operating results could
suffer.
18
We do not typically have long-term contracts with our customers, but where we do, certain terms of such contracts expose us
to risks and liabilities.
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 had approximately 93,000 customers and our ten largest direct customers made up approximately
10% of our total revenue for fiscal 2016, cancellation of customer contracts could have an adverse impact on our revenue and
profits.
We have entered into contracts with certain customers that differ from our standard terms of sale. Further, as a result of our
acquisitions, we may inherit certain customer contracts that differ from our standard terms of sale. For several of the significant
markets that we sell into, such as the automotive and personal computer markets, our current or potential customers may
possess significant leverage over us in negotiating the terms and conditions of supply as a result of their market size and
position. For example, under certain contracts we may commit to supply specific quantities of products on scheduled delivery
dates, or agree to extend our obligations for certain liabilities such as warranties or indemnification for quality issues or claims
of intellectual property infringement. If we are 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. We may be liable for the customer's costs, expenses and damages associated with their claims and we may be
obligated to defend the customer against claims of intellectual property infringement and pay the associated legal fees. While
we try to minimize the number of contracts which contain such provisions, manage the risks underlying such liabilities, and set
caps on our liability exposure, sometimes we are not able to do so. In order to win important designs, avoid losing business to
competitors, maintain existing business, or be permitted to bid on new business, we have been, and may in the future be, forced
to agree to uncapped liability for such items as intellectual property infringement, product failure, or confidentiality. Such
provisions expose us to risk of liability far exceeding the purchase price of the products we sell under such contracts, the
lifetime revenues we receive from such products, or various forms of potential consequential damages. These significant
additional risks could result in a material adverse impact on our results of operations and financial condition.
We must attract and retain qualified personnel to be successful, and competition for qualified personnel can be intense.
Our success depends upon the efforts and abilities of our senior management, engineering, manufacturing and other
personnel. The competition for qualified engineering and management personnel can be 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. The loss of, or any
inability to attract personnel, even if not key personnel, if experienced in sufficient numbers could harm our business. We have
no employment agreements with any member of our senior management team.
Business interruptions to our operations or the operations of our key vendors, subcontractors, licensees or customers,
whether due to natural disasters or other events, could harm our business.
Operations at any of our facilities, at the facilities of any of our wafer fabrication or assembly and test subcontractors, or at
any of our significant vendors or customers may be disrupted for reasons beyond our control. These reasons may include work
stoppages, power loss, incidents of terrorism or security risk, political instability, public health issues, telecommunications,
transportation or other infrastructure failure, radioactive contamination, fire, earthquake, floods, volcanic eruptions or other
natural disasters. We have taken steps to mitigate the impact of some of these events should they occur; however, we cannot be
certain that our actions will be effective to avoid a significant impact on our business in the event of a disaster or other business
interruption.
In particular, Thailand has experienced periods of severe flooding in recent years. While our facilities in Thailand have
continued to operate normally, there can be no assurance that any future flooding in Thailand would not have a material adverse
impact on our operations. 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, and we may need to spend significant amounts to repair or replace
our facilities and equipment. If we experienced business interruptions, 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. Although we maintain business interruption
insurance, such 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.
19
Additionally, operations at our customers and licensees may be disrupted for a number of reasons. In the event of customer
disruptions, sales of our products may decline and our revenue, profitability and financial condition could suffer. Likewise, if
our licensees are unable to manufacture and ship products incorporating our technology, or if there is a decrease in product
demand due to a business disruption, our royalty revenue may decline as our licenses are based on per unit royalties.
Fluctuations in foreign currency exchange rates could adversely impact our operating results.
We use forward currency exchange contracts in an attempt to reduce the adverse earnings impact from the effect of
exchange rate fluctuations on our non-U.S. dollar net balance sheet exposures. Nevertheless, in periods when the U.S. dollar
significantly fluctuates in relation to the non-U.S. currencies in which we transact business, the value of our non-U.S. dollar
transactions can have an adverse effect on our results of operations and financial condition. In particular, in periods when a
foreign currency significantly declines in value in relation to the U.S. dollar, customers transacting in that foreign currency may
find it more difficult to fulfill their previously committed contractual obligations or to undertake new obligations to make
payments or purchase products. In periods when the U.S. dollar is significantly declining in relation to the British pound, Euro
and Thai baht, the operational costs in our European and Thailand subsidiaries are adversely affected. Over the past several
months, the U.S. dollar has declined slightly against the Euro and other major currencies. Although our business has not been
materially adversely impacted by such change in the value of the U.S. dollar, there can be no assurance as to the future impact
that the strength of the dollar will have on our business or results of operations.
Interruptions in our information technology systems, or improper handling of data, could adversely affect our business.
We rely on the efficient and uninterrupted operation of complex information technology systems and networks to operate
our business. Any significant disruption to our systems or networks, including, but not limited to, new system implementations,
computer viruses, security breaches, facility issues, natural disasters, terrorism, war, telecommunication failures or energy
blackouts could have a material adverse impact on our operations, sales and operating results. Such disruption could result in a
loss of our intellectual property or the release of sensitive competitive information or supplier, customer or employee personal
data. Any loss of such information could harm our competitive position, result in a loss of customer confidence, and cause us to
incur significant costs to remedy the damages caused by any such disruptions or security breaches. Additionally, any failure to
properly manage the collection, handling, transfer or disposal of personal data of employees and customers may result in
regulatory penalties, enforcement actions, remediation obligations, litigation, fines and other sanctions.
From time to time, we have experienced verifiable attacks on our data, attempts to breach our security and attempts to
introduce malicious software into our IT systems; however, such attacks have not previously resulted in any material damage to
us. Were future attacks successful, we may be unaware of the incident, its magnitude, or its effects until significant harm is
done. In recent years, we have implemented improvements to our protective measures which are not limited to the following:
firewalls, antivirus measures, patches, log monitors, routine backups with offsite retention of storage media, system audits, data
partitioning and routine password modifications. There can be no assurance that such system improvements will be sufficient
to prevent or limit the damage from any future cyber attacks or disruptions. Any such attack or disruption could result in
additional costs related to rebuilding of our internal systems, defending litigation, responding to regulatory actions, or paying
damages. Such attacks or disruptions could have a material adverse impact on our business, operations and financial results.
Third-party service providers, such as wafer foundries, assembly and test contractors, distributors, credit card processors
and other vendors have access to certain portions of our and our customers' sensitive data. In the event that these service
providers do not properly safeguard the data that they hold, security breaches and loss of data could result. Any such loss of
data by our third-party service providers could negatively impact our business, operations and financial results, as well as our
relationship with our customers.
The occurrence of events for which we are self-insured, or which exceed our insurance limits, may adversely 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 potentially significant risks and obligations. In these circumstances, we believe that it is more cost
effective for us to self-insure certain risks than to pay the high premium costs. The risks and exposures that we self-insure
include, but are not limited to certain property, product defects, employment risks, environmental matters, political risks, and
intellectual property matters. Should there be a loss or adverse judgment or other decision in an area for which we are self-
insured, then our financial condition, results of operations and liquidity may be adversely affected.
20
We are subject to stringent environmental and other regulations, which may force us to incur significant expenses.
We must comply with many federal, state, local and foreign governmental regulations related to the use, storage, discharge
and disposal of toxic, volatile or otherwise hazardous substances used in our products and manufacturing processes. Our failure
to comply with applicable regulations could result in fines, suspension of production, cessation of operations or future
liabilities. Such environmental regulations have required us in the past, and could require us in the future to buy costly
equipment or to incur significant expenses to comply with such regulations. Our failure to control the use of, or adequately
restrict the discharge of, hazardous substances could impact the health of our employees and others and could impact our ability
to operate. Such failure could also restrict our ability to ship certain products to certain countries, require us to modify our
operations logistics, or require us to incur other significant costs and expenses. There is a continuing expansion in
environmental laws with a focus on reducing or eliminating hazardous substances and substances of high concern in electronic
products and shipping materials. These and other future environmental regulations could require us to reengineer certain of our
existing products and may make it more expensive for us to manufacture, sell and ship our products. In addition, the number
and complexity of laws focused on the energy efficiency of electronic products and accessories, the recycling of electronic
products, and the reduction in the quantity and the recycling of packing materials have expanded significantly. It may be
difficult for us to timely comply with these laws and we may not have sufficient quantities of compliant products to meet
customers' needs, thereby adversely impacting our sales and profitability. We may also have to write off inventory in the event
that we hold unsaleable inventory as a result of changes to regulations or customer requirements. We expect these risks and
trends to continue. In addition, we anticipate increased customer requirements to meet voluntary criteria related to the
reduction or elimination of substances of high concern in our products, energy efficiency measures, and supplier practices
associated with sourcing and manufacturing. These requirements may increase our own costs, as well as those passed on to us
by our supply chain.
Customer demands for us to implement business practices that are more stringent than existing legal requirements may
reduce our revenue opportunities or cause us to incur higher costs.
Some of our customers and potential customers are requiring that we implement operating practices that are more
stringent than what is required by applicable laws with respect to workplace and labor requirements, the type of materials we
use in our products, environmental matters or other items. To comply with such requirements, we may have to pass these same
operating practices on to our suppliers. Our suppliers may refuse to implement these operating practices, or may charge us
more for complying with them. The cost to implement such practices may cause us to incur higher costs and reduce our
profitability, and if we choose not to implement such practices, such customers may disqualify us as a supplier, resulting in
decreased revenue opportunities. Developing, administering, monitoring and auditing these customer-requested practices at our
own sites and those in our supply chain will increase our costs and may require that we hire more personnel.
Potential U.S. tax legislation regarding our foreign earnings could materially and adversely impact our business and financial
results.
Currently, a majority of our revenue is generated from customers located outside the U.S., and a substantial portion of our
assets, including employees, are located outside of the U.S. Present U.S. income taxes and foreign withholding taxes have not
been provided on undistributed earnings for certain of our non-U.S. subsidiaries, because such earnings are intended to be
indefinitely reinvested in the operations of those subsidiaries. In recent years, there have been a number of initiatives proposed
by the Obama administration and members of Congress regarding the tax treatment of such undistributed earnings. If adopted,
certain of these initiatives would substantially reduce our ability to defer U.S. taxes including repealing the deferral of U.S.
taxation of foreign earnings, eliminating utilization of or substantially reducing our ability to claim foreign tax credits, and
eliminating various tax deductions until foreign earnings are repatriated to the U.S. Changes in tax law such as these proposals
could have a material adverse impact on our financial position and results of operations.
Customer demands and new regulations related to conflict-free minerals may force us to incur additional expenses.
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, in August 2012, the SEC released
investigation, disclosure and reporting requirements regarding the use of "conflict" minerals mined from the Democratic
Republic of Congo and adjoining countries and which are necessary to the functionality or production of products. We filed a
report on Form SD with the SEC regarding such matters on June 1, 2015. Other countries are considering similar regulations.
If we cannot certify that we are using conflict-free minerals, customers may demand that we change the sourcing of minerals
and other materials used in the manufacture of our products, even if the costs for compliant minerals and materials significantly
increases and availability is limited. If we make changes to materials or suppliers, there will likely be costs associated with
qualifying new suppliers and production capacity and quality could be negatively impacted. Our relationships with customers
and suppliers may be adversely affected if we are unable to certify that our products are "conflict-free." We have incurred, and
21
expect in the future to incur, additional costs associated with complying with these new disclosure requirements, such as costs
related to determining the source of any conflict minerals used in our products. We may also encounter challenges to satisfy
those customers who require that all of the components of our products be certified as conflict free in a materially different
manner than advocated by the Conflict Free Smelter Initiative or the Dodd-Frank Wall Street Reform and Consumer Protection
Act. If we are not able to meet customer requirements, customers may choose to disqualify us as a supplier and we may have to
write off inventory in the event that it cannot be sold.
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 U.S. through the 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 U.S. laws and regulations governing international trade and exports, including, but not limited to the Foreign Corrupt
Practices Act, Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR) and trade sanctions
against embargoed countries and destinations administered by the U.S. Department of the Treasury, Office of Foreign Assets
Control (OFAC). Licenses or proper license exceptions are required for the shipment of our products to certain countries. A
determination by the U.S. or foreign government that we have failed to comply with these or other export regulations or anti-
bribery regulations can result in penalties which may include denial of export privileges, fines, civil or criminal penalties, and
seizure of products. Such penalties could have a material adverse effect on our business, sales and earnings. Further, a change
in these laws and regulations could restrict our ability to export to previously permitted countries, customers, distributors or
other third parties. Any one or more of these sanctions or a change in laws or regulations could have a material adverse effect
on our business, financial condition and results of operations.
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 examination of our income tax returns by the IRS and other tax authorities for fiscal 2011 and later. We
are currently under IRS audit for fiscal 2011 and fiscal 2012. We are subject to certain income tax examinations in foreign
jurisdictions for fiscal 2008 and later. 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.
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:
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quarterly variations in our operating results or the operating results of other technology companies;
general conditions in the semiconductor industry;
global economic and financial conditions;
changes in our financial guidance or our failure to meet such guidance;
changes in analysts' estimates of our financial performance or buy/sell recommendations;
any acquisitions we pursue or complete (including our recent acquisition of Atmel); and
actual or anticipated announcements of technical innovations or new products by us or our competitors.
In addition, the stock market has from time to time experienced significant price and volume fluctuations that have affected
the market prices for many companies and that often have been unrelated to the operating performance of such companies.
These broad market fluctuations and other factors have harmed and may harm the market price of our common stock. Some or
all of the foregoing factors could also cause the market price of our convertible debentures to decline or fluctuate substantially.
As a result of our acquisition activity, our goodwill and intangible assets have increased significantly in recent years and we
may in the future incur impairments to goodwill or long-lived assets.
When we acquire a business, a substantial portion of the purchase price of the acquisition is allocated to goodwill and other
identifiable intangible assets. The amount of the purchase price which is allocated to goodwill and other intangible assets is
determined by the excess of the purchase price over the net identifiable assets acquired. As of March 31, 2016, we had
goodwill of $1,012.7 million and net intangible assets of $606.3 million. We review our long-lived assets, including goodwill
22
and other intangible assets, for impairment annually in the fourth fiscal quarter or whenever events or changes in circumstances
indicate that the carrying amount of those assets may not be recoverable. Factors that may be considered in assessing whether
goodwill or intangible assets may not be recoverable include a decline in our stock price or market capitalization, reduced
estimates of future cash flows and slower growth rates in our industry. Our valuation methodology for assessing impairment
requires management to make judgments and assumptions based on historical experience and to rely heavily on projections of
future operating performance. Because we operate in highly competitive environments, projections of our future operating
results and cash flows may vary significantly from our actual results. No goodwill or material long-lived asset impairment
charges were recorded in fiscal 2016 or fiscal 2015. However, if in future periods, we determine that our long-lived assets,
including goodwill or intangible assets, are impaired, we will be required to write down these assets which would have a
negative effect on our consolidated financial statements.
Conversion of our debentures will dilute the ownership interest of existing stockholders, including holders who had
previously converted their debentures.
The conversion of some or all of our outstanding debentures will dilute the ownership interest of existing stockholders to
the extent we deliver common stock upon conversion of the debentures. Upon conversion, we may satisfy our conversion
obligation by delivering cash, shares of common stock or any combination, at our option. If upon conversion we elect to
deliver cash for the lesser of the conversion value and principal amount of the debentures, we would pay the holder the cash
value of the applicable number of shares of our common stock. Upon conversion, we intend to satisfy the lesser of the principal
amount or the conversion value of the debentures in cash. If the conversion value of a debenture exceeds the principal amount
of the debenture, we may also elect to deliver cash in lieu of common stock for the conversion value in excess of the one
thousand dollars principal amount (i.e., the conversion spread). There would be no adjustment to the numerator in the net
income per common share computation for the cash settled portion of the debentures as that portion of the debt instrument will
always be settled in cash. The conversion spread will be included in the denominator for the computation of diluted net income
per common share. Any sales in the public market of any common stock issuable upon conversion of our debentures could
adversely affect prevailing market prices of our common stock. In addition, the existence of the debentures may encourage
short selling by market participants because the conversion of the debentures could be used to satisfy short positions, or
anticipated conversion of the debentures into shares of our common stock could depress the price of our common stock.
Our reported financial results may be adversely affected by new accounting pronouncements or changes in existing
accounting standards and practices.
We prepare our financial statements in conformity with accounting principles generally accepted in the U.S. These
accounting principles are subject to interpretation or changes by the FASB and the SEC. New accounting pronouncements and
varying interpretations of accounting standards and practices have occurred in the past and are expected to occur in the future.
New accounting pronouncements or a change in the interpretation of existing accounting standards or practices may have a
significant effect on our reported financial results and may even affect our reporting of transactions completed before the
change is announced or effective. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) 2014-09 - Revenue from Contracts with Customers (Topic 606), which will supersede nearly all
existing revenue guidance under US GAAP. The standard's core principle is that a company will recognize revenue when it
transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to
be entitled in exchange for those goods or services. We are currently evaluating the impact that the adoption of the standard
may have on our consolidated financial statements and have not elected a transition method. Refer to Note 1 to our
consolidated financial statements for additional information on the new guidance and its potential impact on us.
Climate change regulations and sustained adverse climate change pose regulatory and physical risks that could harm our
results of operations or affect the way we conduct business.
Climate change regulations could require us to limit emissions, change our manufacturing processes, obtain substitute
materials which may cost more or be less available, increase our investment in control technology for greenhouse gas
emissions, fund offset projects or undertake other costly activities. These regulations could significantly increase our costs and
restrict our manufacturing operations by virtue of requirements for new equipment. New permits may be required for our
current operations, or expansions thereof. Failure to timely receive permits could result in fines, suspension of production, or
cessation of operations at one or more facilities. In addition, restrictions on carbon dioxide or other greenhouse gas emissions
could result in significant costs such as higher energy costs, and utility companies passing down carbon taxes, emission cap and
trade programs and renewable portfolio standards. The cost of complying, or of failing to comply, with these and other climate
change and emissions regulations could have an adverse effect on our operating results.
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Further, any sustained adverse change in climate could have a direct adverse economic impact on us, such as water and
power shortages, and higher costs of water or energy to control the temperature of our facilities. Certain of our operations are
located in arid or tropical regions, such as Arizona and Thailand. Some environmental experts predict that these regions may
become vulnerable to storms, severe floods and droughts due to climate change. While we maintain business recovery plans
that are intended to allow us to recover from natural disasters or other events that can interrupt business, we cannot be certain
that our plans will protect us from all such disasters or events.
Item 1B.
UNRESOLVED STAFF COMMENTS
None.
Item 2.
PROPERTIES
At March 31, 2016, we owned the facilities described below:
Location
Chandler, Arizona
Tempe, Arizona
Gresham, Oregon
San Jose, California
Chacherngsao,
Thailand
Chacherngsao,
Thailand
Approximate
Total Sq. Ft.
415,000
Executive and Administrative Offices; Wafer Probe; R&D Center; Sales and
Marketing; and Computer and Service Functions
Uses
457,000
826,500
186,000
489,000
Wafer Fabrication (Fab 2); R&D Center; Administrative Offices; and Warehousing
Wafer Fabrication (Fab 4); R&D Center; Administrative Offices; and Warehousing
Wafer Fabrication; Wafer Probe; Test; R&D Center; Administrative Offices; and
Warehousing
Assembly and Test; Wafer Probe; Sample Center; Warehousing; and Administrative
Offices
215,000
Assembly and Test
Bangalore, India
281,000
Research and Development; Sales and Marketing Support, and Administrative
Offices
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 $1.6 million.
We currently believe that our existing facilities are suitable and will be adequate to meet our requirements for at least the
next 12 months.
See page 39 for a discussion of the capacity utilization of our manufacturing facilities.
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. Consequently, we could incur uninsured liability in any of those actions. We also periodically receive notifications
from various third parties alleging infringement of patents or other intellectual property rights. With respect to pending legal
actions to which we are a party, although the outcomes of these actions are generally not 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. However, if an unfavorable ruling were to occur in any of the legal proceedings
described below or in other legal proceedings that were not deemed material to us as of the date hereof, then such legal
proceedings could 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, from time to time, subject to such litigation. As a result,
no assurances can be given with respect to the extent or outcome of any such litigation in the future.
As a result of our acquisition of Atmel, which closed April 4, 2016, we became involved with the following lawsuits.
In re: Continental Airbag Products Liability Litigation. On May 11, 2016, an Amended and Consolidated Class Action
Complaint ("Complaint") was filed in the United States District Court for the Southern District of Florida (Miami Division)
against Atmel, Continental Automotive Systems, Inc., Honda Motor Co., Ltd. and an affiliate, and Daimler AG and an affiliate.
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The Complaint which includes claims arising under federal law and Florida, California, New Jersey, Michigan and Louisiana
state law-alleges that class members unknowingly purchased or leased vehicles containing defective airbag control units
(allegedly incorporating defective application specific integrated circuits manufactured by Atmel between 2006 and 2010), and
thereby suffered financial harm, including a loss in the value of their purchased or leased vehicles. The plaintiffs are seeking
unspecified compensatory and exemplary damages, statutory penalties, pre- and post-judgment interest, attorneys' fees, and
injunctive and other relief. Atmel intends to contest plaintiffs' claims vigorously.
Southern District of New York Action by LFoundry Rousset ("LFR") and LFR Employees. On March 4, 2014, LFR and
Jean-Yves Guerrini, individually and on behalf of a putative class of LFR employees, filed an action in the United States
District Court for the Southern District of New York (the "District Court") against Atmel, its French subsidiary, Atmel Rousset
S.A.S. ("Atmel Rousset"), and LFoundry GmbH ("LF"), LFR's German parent. The case purports to relate to Atmel Rousset's
June 2010 sale of its wafer manufacturing facility in Rousset, France to LF, and LFR's subsequent insolvency, and later
liquidation, more than three years later. The District Court dismissed the case on August 21, 2015, and plaintiffs are appealing
the dismissal.
Individual Labor Actions by former LFR Employees. In the wake of LFR's insolvency and liquidation, over 500 former
employees of LFR have filed individual labor actions against Atmel Rousset in a French labor court. Atmel Rousset believes
that each of these actions is entirely devoid of merit, and, further, that any assertion by any of the Claimants of a co-
employment relationship with Atmel Rousset is based substantially on the same specious arguments that the Paris Commercial
Court summarily rejected in 2014 in related proceedings. Atmel Rousset therefore intends to defend vigorously against each of
these claims.
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Item 4.
MINE SAFETY DISCLOSURES
Not applicable.
PART II
Item 5.
ISSUER PURCHASES OF EQUITY SECURITIES
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
Our 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 of our common stock as reported by NASDAQ for our last two fiscal years.
Fiscal 2016
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
$50.41
$46.64
$49.11
$49.11
Low
$46.66
$39.57
$42.19
$39.65
Fiscal 2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
$49.48
$49.83
$46.59
$52.41
Low
$45.85
$45.02
$37.73
$43.02
Stock Price Performance Graph
The following graph and table show a comparison of the five-year cumulative total stockholder return, calculated on a
dividend reinvestment basis, for Microchip Technology Incorporated, the Standard & Poor's (S&P) 500 Stock Index, and the
Philadelphia Semiconductor Index.
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Cumulative Total Return
March 2011 March 2012 March 2013 March 2014 March 2015 March 2016
Microchip Technology Incorporated
S&P 500 Stock Index
Philadelphia Semiconductor Index
100.00
100.00
100.00
101.77
108.54
116.57
104.93
123.69
118.80
141.11
150.73
155.20
148.94
169.92
181.98
151.51
172.95
176.90
Data acquired by Research Data Group, Inc. (www.researchdatagroup.com)
On May 16, 2016, there were approximately 455 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 on our common stock since the third quarter of fiscal
2003. Our total cash dividends paid were $291.1 million, $286.5 million and $281.2 million in fiscal 2016, fiscal 2015 and
fiscal 2014, 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 2016 and fiscal 2015 (amounts in thousands, except per share amounts):
Fiscal 2016
Dividends per
Common Share
Aggregate
Amount of
Dividend
Payment
Fiscal 2015
Dividends per
Common Share
First Quarter
$
0.3575
$
72,331
First Quarter
$
0.3555
$
Second Quarter
Third Quarter
Fourth Quarter
0.3580
0.3585
0.3590
72,686
Second Quarter
72,923
Third Quarter
73,147
Fourth Quarter
0.3560
0.3565
0.3570
Aggregate
Amount of
Dividend
Payment
71,202
71,442
71,787
72,047
On May 4, 2016, we declared a quarterly cash dividend of $0.3595 per share, which will be paid on June 6, 2016 to
stockholders of record on May 23, 2016 and the total amount of such dividend is expected to be approximately $77 million.
Our Board of Directors is free to change our dividend practices at any time and to increase or decrease 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 of Directors. Our current intent is to provide for ongoing
quarterly cash dividends depending upon market conditions and our results of operations.
Refer to "Item 12 - Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder
Matters," at page 50 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, 2016.
Issuer Purchases of Equity Securities
In May 2015, our Board of Directors authorized the repurchase of up to 20.0 million shares of our common stock in the
open market or in privately negotiated transactions. As of March 31, 2016, we had repurchased 8.6 million shares under this
authorization for approximately $363.8 million. In January 2016, our Board of Directors authorized an increase in the existing
share repurchase program to 15.0 million shares of common stock from the approximately 11.4 million shares remaining under
the current authorization. There is no expiration date associated with this repurchase program. We did not repurchase any
shares of our common stock in our fourth fiscal quarter ended March 31, 2016.
27
Item 6.
SELECTED FINANCIAL DATA
You should read the following selected consolidated financial data for the five-year period ended March 31, 2016 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, 2016, and the balance sheet data as of March 31,
2016 and 2015, are derived from our audited consolidated financial statements, included in Item 8 of this Form 10-K. The
statement of income data for the years ended March 31, 2013 and 2012 and balance sheet data as of March 31, 2014, 2013 and
2012 have been derived from our audited consolidated financial statements not included herein (in the tables 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
Amortization of acquired intangible assets
Special charges, net (2)
Operating income
Losses on equity method investments
Interest income
Interest expense
Loss on retirement of convertible debentures (3)
Other income (expense), net
Income from continuing operations before income
taxes
Income tax (benefit) provision
Net income from continuing operations
Less: Net loss attributable to noncontrolling interests
Net income from continuing operations attributable to
Microchip Technology
Basic net income per common share from continuing
operations attributable to Microchip Technology
stockholders
Diluted net income per common share from continuing
operations attributable to Microchip Technology
stockholders
Dividends declared per common share
Basic common shares outstanding
Diluted common shares outstanding
2016 (1)
$ 2,173,334
967,870
372,596
301,670
174,896
3,957
352,345
(345)
24,447
(104,018)
—
8,864
Year ended March 31,
2014
$ 1,931,217
802,474
305,043
267,278
94,534
3,024
458,864
(177)
16,485
(48,716)
—
5,898
2015 (1)
$ 2,147,036
917,472
349,543
274,815
176,746
2,840
425,620
(317)
19,527
(62,034)
(50,631)
13,742
2013
$ 1,581,623
743,164
254,723
261,471
111,537
32,175
178,553
(617)
15,560
(40,915)
—
(404)
2012
$ 1,383,176
583,882
182,650
208,328
10,963
837
396,516
(195)
17,992
(34,266)
—
(352)
281,293
(42,632)
323,925
207
345,907
(19,418)
365,325
3,684
432,354
37,073
395,281
—
152,177
24,788
127,389
—
379,695
42,990
336,705
—
$ 324,132
$ 369,009
$ 395,281
$ 127,389
$ 336,705
$
$
$
1.59
$
1.84
$
1.99
$
0.65
$
1.76
1.49
1.433
203,384
217,388
$
$
1.65
1.425
200,937
223,561
$
$
1.82
1.417
198,291
217,630
$
$
0.62
1.406
194,595
205,776
$
$
1.65
1.390
191,283
203,519
(1) Refer to Note 2 to our consolidated financial statements for an explanation of our material business combinations during
fiscal 2016 and fiscal 2015.
(2) The following table presents a summary of special charges, net for the five-year period ended March 31, 2016:
28
Acquisition related expenses
Legal settlement
Adjustment to contingent consideration
Patent licenses
Totals
2016
2015
March 31,
2014
2013
2012
$
$
11,163
(7,206)
—
—
3,957
$
$
2,840
—
—
—
2,840
$
$
1,654
—
1,370
—
3,024
$
$
16,259
11,516
4,400
—
32,175
$
$
340
—
(1,000)
1,497
837
Discussions of the special charges for fiscal 2016, fiscal 2015 and fiscal 2014 are contained in Note 3 to our consolidated
financial statements.
During fiscal 2013, we incurred special charges of $32.2 million comprised of a $4.4 million net increase in the fair value
of contingent consideration related to one of our acquisitions, $16.3 million of primarily severance-related costs in addition to
office closing and other costs associated with the acquisition of SMSC and legal settlement costs of approximately $11.5
million for certain legal matters related to an entity which we acquired in April 2010 in excess of previously accrued amounts.
During fiscal 2012, special charges included a benefit of $0.7 million of special income comprised of a $1.0 million
favorable adjustment to contingent consideration offset by $0.3 million of severance-related charges related to a prior year
acquisition. During the fourth quarter of fiscal 2012, we agreed to the terms of a patent license with an unrelated third party
and signed an agreement on March 20, 2012. The patent license settled alleged infringement claims. The total payment made
to the third-party in March 2012 was $2.8 million, $1.5 million of which was expensed in the fourth quarter of fiscal 2012 and
the remaining $1.3 million was recorded as a prepaid royalty which will be amortized over the remaining life of the patents,
which expires in December 2018.
(3) Refer to Note 15 to our consolidated financial statements for an explanation of the loss on retirement of convertible
debentures of approximately $50.6 million in fiscal 2015.
Balance Sheet Data:
Working capital
Total assets
Long-term obligations, less current portion
Microchip Technology Stockholders' equity
2016
$ 2,714,704
5,567,515
2,483,037
2,150,919
2015
$ 2,310,645
4,780,713
1,826,858
2,044,654
March 31,
2014
$ 1,633,320
4,067,630
1,003,258
2,135,461
2013
$ 1,894,759
3,851,405
983,385
1,933,470
2012
$ 1,767,988
3,083,776
355,050
1,990,673
29
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," "continue," "intend" and similar expressions to identify forward-
looking statements. These forward-looking statements include, without limitation, statements regarding the following:
• The effects that adverse global economic conditions and fluctuations in the global credit and equity markets may
have on our financial condition and results of operations;
• 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, capacity utilization, yields, fixed cost absorption, competition and economic conditions
on gross margin;
• The amount of, and changes in, demand for our products and those of our customers;
• Our expectation that in the future we will acquire additional business that we believe will complement our
existing businesses;
• Our expectation that in the future we will enter into joint development agreements or other business or strategic
relationships with other companies;
• The level of orders that will be received and shipped within a quarter;
• Our expectation that our inventory levels in the June 2016 quarter will increase from 1 to 9 days from the March
2016 levels, not including the impact from inventory acquired from our Atmel acquisition, and that it will allow
us to maintain competitive lead times and provide strong delivery performance to our customers;
• 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 belief that deferred cost of sales are recorded at their approximate carrying value and will have low risk of
material impairment;
• Our belief that our direct sales personnel combined with our distributors provide an effective means of reaching
our customer base;
• Our ability to increase the proprietary portion of our analog, interface, mixed signal and timing product lines and
the effect of such an increase;
• Our belief that our processes afford us both cost-effective designs in existing and derivative products and greater
functionality in new product designs;
• The impact of any supply disruption we may experience;
• Our ability to effectively utilize our facilities at appropriate capacity levels and anticipated costs;
• That we adjust capacity utilization to respond to actual and anticipated business and industry-related conditions;
• That our existing facilities will provide sufficient capacity to respond to increases in demand with modest
incremental capital expenditures;
• That manufacturing costs will be reduced by transition to advanced process technologies;
• Our ability to maintain manufacturing yields;
• Continuing our investments in new and enhanced products;
• The cost effectiveness of using our own assembly and test operations;
• Our anticipated level of capital expenditures;
• Continuation and amount of quarterly cash dividends;
• The sufficiency of our existing sources of liquidity to finance anticipated capital expenditures and otherwise meet
our anticipated cash requirements, and the effects that our contractual obligations are expected to have on them;
• The impact of seasonality on our business;
• The accuracy of our estimates used in valuing employee equity awards;
• That the resolution of legal actions will not have a material effect on our business, and the accuracy of our
assessment of the probability of loss and range of potential loss;
• The recoverability of our deferred tax assets;
• The adequacy of our tax reserves to offset any potential tax liabilities, having the appropriate support for our
income tax positions and the accuracy of our estimated tax rate;
• Our belief that our determinations with respect to the tax consequences of the Atmel acquisition are reasonable;
30
• That if the UK leaves the EU, we may lose our ability to import and export products tax-free throughout Europe
which may increase the costs to us for the import and sale of our products to our customers, result in a decrease in
sales to certain of our customers or disrupt our operations and product shipments;
• Our belief that the expiration of any tax holidays will not have a material impact on our overall tax expense or
effective tax rate;
• Our belief that the estimates used in preparing our consolidated financial statements are reasonable;
• Our belief that recently issued accounting pronouncements listed in this document will not have a material impact
on our consolidated financial statements;
• The accuracy of our estimates of the useful life and values of our property, assets and other liabilities;
• The adequacy of our patent strategy, and our belief that the impact of the expiration of any particular patent will
not have a material effect on our business;
• Our actions to vigorously and aggressively defend and protect our intellectual property on a worldwide basis;
• Our ability to obtain patents and intellectual property licenses and minimize the effects of litigation;
• The level of risk we are exposed to for product liability or indemnification claims;
• The effect of fluctuations in market interest rates on our income and/or cash flows;
• The effect of fluctuations in currency rates;
• Our belief that any unrealized losses represent an other-than-temporary impairment based on our evaluation of
available evidence and our intent to hold these investments until these assets are no longer impaired;
• That a significant portion of our future cash generation will be in our foreign subsidiaries;
• Our intention to satisfy the lesser of the principal amount or the conversion value of our debenture in cash;
• Our intention to indefinitely reinvest undistributed earnings of certain non-US subsidiaries in those subsidiaries;
• Our intent to maintain a high-quality investment portfolio that preserves principal, meets liquidity needs, avoids
inappropriate concentrations and delivers an appropriate yield; and
• Our ability to collect accounts receivable.
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 our 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 the information contained in any forward-looking statement.
Introduction
The following discussion should be read in conjunction with the 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 our 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 36, we discuss our Results of Operations for fiscal 2016 compared to fiscal 2015, and for fiscal 2015
compared to fiscal 2014. We then provide an analysis of changes in our balance sheet and cash flows, and discuss our financial
commitments in the 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 solutions, including general purpose and specialized
microcontrollers, development tools and related software, analog, interface, mixed signal and timing products, wired and
wireless connectivity products, memory products and technology licensing. We provide highly cost-effective embedded
control solutions that also offer the advantages of small size, high performance, extreme low power usage, wide voltage range
operation, mixed signal integration and ease of development, thus enabling timely and cost-effective integration of our
solutions by our customers in their end products. We license our SuperFlash technology and other technologies to wafer
foundries, integrated device manufacturers and design partners throughout the world for use in the manufacture of advanced
microcontroller products, gate array, RF and analog products that require embedded non-volatile memory.
31
We sell our products to a broad base of domestic and international customers across a variety of industries. The principal
markets that we serve include consumer, automotive, industrial, office automation and telecommunications. Our business is
subject to fluctuations based on economic conditions within these markets.
Our manufacturing operations include wafer fabrication, wafer probe and assembly and test. The ownership of a
substantial portion 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 wafer fabrication facilities and 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 a portion of the wafer
manufacturing and the assembly and test profit margin. We do outsource a significant portion of our manufacturing
requirements to third parties.
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, analog and mixed-signal products, Flash-IP systems, 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 our products.
We market and sell 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 client engagement manager (CEMs), embedded system engineer
(ESEs), and sales management personnel 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 ESE team is to provide technical assistance to strategic accounts and to conduct periodic
training sessions for CEMs and distributor sales teams. ESEs 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.
See "Our operating results are impacted by both seasonality and the wide fluctuation of supply and demand in the
semiconductor industry," on page 15 for discussion of the impact of seasonality on our business.
Critical Accounting Policies and Estimates
General
Our discussion and analysis of our 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 U.S. 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, business combinations, share-based compensation, inventories, income taxes, senior and junior subordinated
convertible debentures and contingencies. 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. Our results may differ from these
32
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 original equipment manufacturers (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 generally have broad price protection and product return rights, so we defer revenue
recognition until the distributor sells the product to their customer. Revenue is recognized when the distributor sells the
product to an end-user, at which time the sales price becomes fixed or determinable. Revenue is not recognized upon shipment
to our distributors since, due to discounts from list price as well as price protection rights, the sales price is not substantially
fixed or determinable at that time. At the time of shipment to these distributors, we record a trade receivable for the selling
price as there is a legally enforceable right to payment, relieve inventory for the carrying value of goods shipped since legal
title has passed to the distributor, and record the gross margin in deferred income on shipments to distributors on our
consolidated balance sheets.
Deferred income on shipments to distributors effectively represents the gross margin on the sale to the distributor;
however, the amount of gross margin that we recognize in future periods could be less than the deferred margin as a result of
credits granted to distributors on specifically identified products and customers to allow the distributors to earn a competitive
gross margin on the sale of our products to their end customers and price protection concessions related to market pricing
conditions.
We sell the majority of the items in our product catalog to our distributors worldwide at a uniform list price. However,
distributors resell our products to end customers at a very broad range of individually negotiated price points. The majority of
our distributors' resales require a reduction from the original list price paid. Often, under these circumstances, we remit back to
the distributor a portion of their original purchase price after the resale transaction is completed in the form of a credit against
the distributors' outstanding accounts receivable balance. The credits are on a per unit basis and are not given to the distributor
until they provide information to us regarding the sale to their end customer. The price reductions vary significantly based on
the customer, product, quantity ordered, geographic location and other factors and discounts to a price less than our cost have
historically been rare. The effect of granting these credits establishes the net selling price 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. Thus, a portion
of the "deferred income on shipments to distributors" balance represents the amount of distributors' original purchase price that
will be credited back to the distributor in the future. The wide range and variability of negotiated price concessions granted to
distributors does not allow us to accurately estimate the portion of the balance in the deferred income on shipments to
distributors account that will be credited back to the distributors. Therefore, we do not reduce deferred income on shipments to
distributors or accounts receivable by anticipated future concessions; rather, price concessions are typically recorded against
deferred income on shipments to distributors and accounts receivable when incurred, which is generally at the time the
distributor sells the product. At March 31, 2016, we had approximately $267.2 million of deferred revenue and $83.8 million
in deferred cost of sales recognized as $183.4 million of deferred income on shipments to distributors. At March 31, 2015, we
had approximately $260.9 million of deferred revenue and $94.8 million in deferred cost of sales recognized as $166.1 million
of deferred income on shipments to distributors. The deferred income on shipments to distributors that will ultimately be
recognized in our income statement will be lower than the amount reflected on the balance sheet due to additional price credits
to be granted to the distributors when the product is sold to their customers. These additional price credits historically have
resulted in the deferred income approximating the overall gross margins that we recognize in the distribution channel of our
business.
Distributor advances, reflected as a reduction of deferred income on shipments to distributors on our consolidated balance
sheets, totaled $102.9 million at March 31, 2016 and $116.0 million at March 31, 2015. On sales to distributors, our payment
terms generally require the distributor to settle amounts owed to us for an amount in excess of their ultimate cost. The sales
price to our distributors may be higher than the amount that the distributors will ultimately owe us because distributors often
negotiate price reductions after purchasing products from us and such reductions are often significant. It is our practice to
apply these negotiated price discounts to future purchases, requiring the distributor to settle receivable balances, on a current
basis, generally within 30 days, for amounts originally invoiced. This practice has an adverse impact on the working capital of
our distributors. As such, we have entered into agreements with certain distributors whereby we advance cash to the
distributors to reduce the distributor's working capital requirements. These advances are reconciled at least on a quarterly basis
and are estimated based on the amount of ending inventory as reported by the distributor multiplied by a negotiated
percentage. Such advances have no impact on our revenue recognition or our consolidated statements of income. We process
33
discounts taken by distributors against our deferred income on shipments to distributors' balance and true-up the advanced
amounts generally after the end of each completed fiscal quarter. The terms of these advances are set forth in binding legal
agreements and are unsecured, bear no interest on unsettled balances and are due upon demand. The agreements governing
these advances can be canceled by us at any time.
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 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
immediate revenue impact from the price protection, as it is reflected as a reduction of the deferred income on shipments to
distributors' balance.
Products returned by distributors and subsequently scrapped have historically been immaterial to our consolidated results
of operations. We routinely evaluate the risk of impairment of the deferred cost of sales component of the deferred income on
shipments to distributors account. Because of the historically immaterial amounts of inventory that have been scrapped, and
historically rare instances where discounts given to a distributor result in a price less than our cost, we believe the deferred
costs are recorded at their approximate carrying value.
Business Combinations
All of our business combinations are accounted for at fair value under the acquisition method of accounting. Under the
acquisition method of accounting, (i) acquisition-related costs, except for those costs incurred to issue debt or equity securities,
will be expensed in the period incurred; (ii) non-controlling interests will be valued at fair value at the acquisition date; (iii) in-
process research and development will be recorded at fair value as an intangible asset at the acquisition date and amortized
once the technology reaches technological feasibility; (iv) restructuring costs associated with a business combination will be
expensed subsequent to the acquisition date; and (v) changes in deferred tax asset valuation allowances and income tax
uncertainties after the acquisition date will be recognized through income tax expense or directly in contributed capital. The
measurement of the fair value of assets acquired and liabilities assumed requires significant judgment. The valuation of
intangible assets and acquired investments, in particular, requires that we use valuation techniques such as the income
approach. The income approach includes the use of a discounted cash flow model, which includes discounted cash flow
scenarios and requires the following significant estimates: revenue, expenses, capital spending and other costs, and discount
rates based on the respective risks of the cash flows. The valuation of non-marketable equity investments acquired also takes
into account variables such as conditions reflected in the capital markets, recent financing activity by the investees, the
investees' capital structure and the terms of the investees' issued interests. Under the acquisition method of accounting, the
aggregate amount of consideration we pay for a company is allocated to net tangible assets and intangible assets based on their
estimated fair values as of the acquisition date. The excess of the purchase price over the value of the net tangible assets and
intangible assets is recorded to goodwill. On an annual basis, we test goodwill for impairment and through March 31, 2016, we
have never recorded an impairment charge against our goodwill balance.
Share-based Compensation
We measure at fair value and recognize compensation expense for all share-based payment awards, including grants of
employee stock options, restricted stock units (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 2016 was $71.4 million, of
which $63.1 million was reflected in operating expenses. Total share-based compensation included in cost of sales in fiscal
2016 was $8.3 million. Total share-based compensation included in our inventory balance was $6.2 million at March 31, 2016.
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 our employee stock purchase plans. Option pricing models,
including the Black-Scholes model, 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 most 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. We estimate the
number of share-based awards that 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 impact on prior period amortization for all
34
unvested awards is recognized in the period the forfeiture estimate is changed. If the actual forfeiture rate is higher or lower
than the estimated forfeiture rate, then an adjustment is made to increase or decrease the estimated forfeiture rate, which will
result in a decrease or increase to the expense recognized in our financial statements. If forfeiture adjustments are made, they
would affect our gross margin, research and development expenses, and selling, general, and administrative expenses. The
effect of forfeiture adjustments in fiscal 2016 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.
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. Estimates for projected 12-month demand are generally based on the average shipments of the prior three-
month period, which are then annualized to adjust for any potential seasonality in our business. The estimated 12-month
demand is compared to our most recently developed sales forecast to further reconcile the 12-month demand estimate.
Management reviews and adjusts the estimates as appropriate based on specific situations. For example, demand can be
adjusted up for new products for which historic sales are not representative of future demand. Alternatively, demand can be
adjusted down to the extent any existing products are being replaced or discontinued.
In periods where our production levels are substantially below our normal operating capacity, the reduced production
levels of our manufacturing facilities are charged directly to cost of sales. As a result of production below normal operating
levels in our wafer fabrication facilities, approximately $1.9 million, $0.8 million and $19.0 million was charged directly to
cost of sales in fiscal 2016, fiscal 2015 and fiscal 2014, respectively.
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 sheets. 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 provided valuation allowances
for certain of our deferred tax assets, including state net operating loss carryforwards, foreign tax credits and state tax credits,
where it is more likely than not that some portion, or all of such assets, will not be realized. At March 31, 2016, the valuation
allowances totaled $161.8 million. 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, 2016, our deferred tax asset, net of valuation allowances, was $122.2 million.
Various taxing authorities in the U.S. and other countries in which we do business scrutinize 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 IRS audit for fiscal years 2011 and 2012. We recognize
liabilities for anticipated tax audit issues in the U.S. 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 U.S. 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.
35
Senior and Junior Subordinated Convertible Debentures
We separately account for the liability and equity components of our senior and junior subordinated convertible debentures
in a manner that reflects our nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. This results
in a bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting
discount on the debt to be recognized as part of interest expense in our consolidated statements of income. Lastly, we include
the dilutive effect of the shares of our common stock issuable upon conversion of the outstanding senior and junior
subordinated convertible debentures in our diluted income per share calculation regardless of whether the market price triggers
or other contingent conversion features have been met. We apply the treasury stock method as we have the intent and have
adopted an accounting policy to settle the principal amount of the senior and junior subordinated convertible debentures in
cash. This method results in incremental dilutive shares when the average fair value of our common stock for a reporting
period exceeds the conversion prices per share, which were $66.05 and $24.31 for the senior and junior subordinated
convertible debentures, respectively, at March 31, 2016 and adjusts as dividends are recorded in the future.
Contingencies
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. We also periodically receive notifications from
various third parties alleging infringement of patents, intellectual property rights or other matters. With respect to pending
legal actions to which we are a party, although the outcomes of these actions are not generally determinable, we believe that the
ultimate resolution of these matters 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.
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
Amortization of acquired intangible assets
Special charges
Operating income
Net Sales
Year Ended March 31,
2015
2014
2016
100.0%
44.5
55.5
17.1
13.9
8.1
0.2
16.2%
100.0%
42.7
57.3
16.3
12.8
8.3
0.1
19.8%
100.0%
41.6
58.4
15.8
13.8
4.9
0.1
23.8%
We operate in two industry segments and engage primarily in the design, development, manufacture and sale of
semiconductor products as well as the licensing of our SuperFlash and other technologies. We sell our products to distributors
and OEMs in a broad range of markets, perform ongoing credit evaluations of our customers and generally require no
collateral. In certain circumstances, a customer's financial condition may require collateral, and, in such cases, the collateral
would be typically provided by letters of credit.
Our net sales of $2,173.3 million in fiscal 2016 increased by $26.3 million, or 1.2%, over fiscal 2015, and our net sales of
$2,147.0 million in fiscal 2015 increased by $215.8 million, or 11.2%, from fiscal 2014. The increase in net sales in fiscal 2016
over fiscal 2015 was due primarily to our acquisition of Micrel, offset in part by weaker general economic and semiconductor
industry conditions. The increase in net sales in fiscal 2015 over fiscal 2014 was due primarily to our acquisitions of ISSC and
Supertex, market share gains and improved general economic and semiconductor industry conditions in the end markets we
serve. Average selling prices for our semiconductor products were down approximately 3% in fiscal 2016 over fiscal 2015 and
were up approximately 2% in fiscal 2015 over fiscal 2014. The number of units of our semiconductor products sold was up
approximately 6% in fiscal 2016 over fiscal 2015 and up approximately 11% in fiscal 2015 over fiscal 2014. 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. Key factors impacting the amount of net sales during the last three fiscal years include:
36
•
•
•
•
•
•
•
•
•
•
our acquisition of Micrel, which closed on August 3, 2015;
global economic conditions in the markets we serve;
semiconductor industry conditions;
our acquisition of ISSC on July 17, 2014;
our acquisition of Supertex on April 1, 2014;
our new product offerings that have increased our served available market;
customers' increasing needs for the flexibility offered by our programmable solutions;
inventory holding patterns of our customers;
increasing semiconductor content in our customers' products; and
continued market share gains in the segments of the markets we address.
Net sales by product line for fiscal 2016, 2015 and 2014 were as follows (dollars in thousands):
Microcontrollers
Analog, interface, mixed signal and timing
products
Memory products
Technology licensing
Other
Total net sales
Microcontrollers
Year Ended March 31,
2016
$ 1,345,499
%
61.9
2015
$ 1,393,607
%
64.9
2014
$ 1,260,988
595,455
116,945
89,124
26,311
$ 2,173,334
27.4
5.4
4.1
1.2
100.0
501,048
132,258
89,593
30,530
$ 2,147,036
23.3
6.2
4.2
1.4
100.0
428,088
134,624
94,578
12,939
$ 1,931,217
%
65.3
22.2
7.0
4.9
0.6
100.0
Our microcontroller product line represents the largest component of our total net sales. Microcontrollers and associated
application development systems accounted for approximately 61.9% of our net sales in fiscal 2016, approximately 64.9% of
our net sales in fiscal 2015 and approximately 65.3% of our net sales in fiscal 2014.
Net sales of our microcontroller products decreased approximately 3.5% in fiscal 2016 compared to fiscal 2015, and
increased approximately 10.5% in fiscal 2015 compared to fiscal 2014. The decrease in net sales in fiscal 2016 compared to
fiscal 2015 resulted primarily from weaker general economic and semiconductor industry conditions in the end markets we
serve including the consumer, automotive, industrial control, communications and computing markets. The increase in net
sales in fiscal 2015 compared to fiscal 2014 resulted primarily from our acquisition of ISSC in the second quarter of fiscal
2015, market share gains and improved general economic and semiconductor industry conditions in the end markets we serve.
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.
Analog, Interface, Mixed Signal and Timing Products
Sales of our analog, interface, mixed signal and timing products accounted for approximately 27.4% of our net sales in
fiscal 2016, approximately 23.3% of our net sales in fiscal 2015 and approximately 22.2% of our net sales in fiscal 2014.
Net sales of our analog, interface, mixed signal and timing products increased approximately 18.8% in fiscal 2016
compared to fiscal 2015 and increased approximately 17.0% in fiscal 2015 compared to fiscal 2014. The increase in net sales
in fiscal 2016 compared to fiscal 2015 was driven primarily by our acquisition of Micrel in the second quarter of fiscal 2016
and market share gains achieved within the analog, interface, mixed signal and timing market. The increase in net sales in
fiscal 2015 compared to fiscal 2014 was driven primarily by our acquisition of Supertex in the first quarter of fiscal 2015,
improved general economic and semiconductor industry conditions and market share gains achieved within the analog,
interface, mixed signal and timing market.
37
Analog, interface, mixed signal and timing products can be proprietary or non-proprietary in nature. Currently, we
consider more than a majority of our analog, interface, mixed signal and timing 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, interface, mixed signal and timing 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,
interface, mixed signal and timing 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, interface, mixed signal and timing products will
increase over time.
Memory Products
Sales of our memory products accounted for approximately 5.4% of our net sales in fiscal 2016, approximately 6.2% of
our net sales in fiscal 2015 and approximately 7.0% of our net sales in fiscal 2014.
Net sales of our memory products decreased approximately 11.6% in fiscal 2016 compared to fiscal 2015, and decreased
approximately 1.8% in fiscal 2015 compared to fiscal 2014. The decreases in memory product net sales in fiscal 2016
compared to fiscal 2015 and in fiscal 2015 compared to fiscal 2014 were driven primarily by adverse customer demand
conditions within the Serial EEPROM and Flash memory markets.
Memory 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 memory products. We may be unable to maintain
the average selling prices of our memory products as a result of increased pricing pressure in the future, which could adversely
affect our operating results.
Technology Licensing
Technology licensing revenue includes a combination of royalties associated with licenses for the use of our SuperFlash
and other technologies and fees for engineering services. Technology licensing accounted for approximately 4.1% of our net
sales in fiscal 2016, approximately 4.2% of our net sales in fiscal 2015 and approximately 4.9% of our net sales in fiscal 2014.
Net sales related to our technology licensing decreased approximately 0.5% in fiscal 2016 compared to fiscal 2015 and
decreased approximately 5.3% in fiscal 2015 compared to fiscal 2014. Revenue from technology licensing can fluctuate over
time based on the production activities of our licensees as well as general economic and semiconductor industry conditions.
Other
Revenue from wafer foundry and assembly and test subcontracting services accounted for approximately 1.2% of our net
sales in fiscal 2016, approximately 1.4% of our net sales in fiscal 2015 and approximately 0.6% of our net sales in fiscal 2014.
Distribution
Distributors accounted for approximately 53% of our net sales in fiscal 2016, approximately 51% of our net sales in fiscal
2015 and approximately 53% of our net sales in fiscal 2014.
Our two largest distributors together accounted for approximately 12% of our net sales in each of fiscal 2016 and 2015,
and approximately 14% of our net sales in fiscal 2014. No single distributor accounted for more than 10% of our net sales in
fiscal 2016, 2015 or 2014.
Generally, we do not have long-term agreements with our distributors and we, or our distributors, may terminate our
relationship with each other 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, 2016, our distributors maintained 32 days of inventory of our products compared to 37 days at March 31,
2015 and 33 days at March 31, 2014. Over the past five fiscal years, the days of inventory maintained by our distributors have
fluctuated between approximately 27 days and 47 days. We do not believe that 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.
38
Net Sales by Geography
Net sales by geography for fiscal 2016, 2015 and 2014 were as follows (dollars in thousands):
Americas
Europe
Asia
Total net sales
Year Ended March 31,
$
2016
417,579
474,629
1,281,126
$ 2,173,334
%
19.2
21.8
59.0
100.0
$
2015
421,947
452,165
1,272,924
$ 2,147,036
%
19.7
21.0
59.3
100.0
$
2014
365,609
411,531
1,154,077
$ 1,931,217
%
18.9
21.3
59.8
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 U.S., Canada, Central America and South America.
Sales to foreign customers accounted for approximately 84% of our net sales in each of fiscal 2016, 2015 and
2014. Substantially all of our foreign sales are U.S. dollar denominated. Sales to customers in Asia have generally increased
over time due to many of our customers transitioning their manufacturing operations to Asia and growth in demand from the
emerging Asian market. Our sales force in the Americas and Europe supports a significant portion of the design activity for
products which are ultimately shipped to Asia.
Sales to customers in China, including Hong Kong, accounted for approximately 30%, 28% and 29% of our net sales in
fiscal 2016, 2015 and 2014, respectively. Sales to customers in Taiwan accounted for approximately 12%, 14% and 13% of our
net sales in fiscal 2016, 2015 and 2014, respectively. 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 $1,205.5 million in fiscal 2016, $1,229.6 million in fiscal 2015 and $1,128.7 million in fiscal
2014. Gross profit as a percentage of sales was 55.5% in fiscal 2016, 57.3% in fiscal 2015 and 58.4% in fiscal 2014.
The most significant factors affecting our gross profit percentage in the periods covered by this report were:
•
•
•
charges of approximately $44.9 million in fiscal 2016 and approximately $24.4 million in fiscal 2015 related to the
recognition of acquired inventory at fair value as a result of our acquisitions which increased the value of our acquired
inventory and subsequently increased our cost of sales and reduced our gross margins;
for each of fiscal 2016 and fiscal 2015, inventory write-downs being higher than the gross margin impact of sales
of inventory that was previously written down; and
fluctuations in the product mix of microcontrollers, analog, interface, mixed signal and timing products, memory
products and technology licensing.
Other factors that impacted our gross profit percentage in the periods covered by this report include:
•
•
continual cost reductions in wafer fabrication and assembly and test manufacturing, such as new manufacturing
technologies and more efficient manufacturing techniques; and
lower depreciation as a percentage of cost of sales.
We adjust our wafer fabrication and assembly and test capacity utilization as required to respond to actual and anticipated
business and industry-related conditions. When production levels are below normal capacity, we charge cost of sales for the
unabsorbed capacity. Our wafer fabrication facilities operated below normal capacity levels, which we typically consider to be
90% to 95% of the actual capacity of the installed equipment, during the third quarter of fiscal 2016, the first quarter of fiscal
2015 and all of fiscal 2014 in response to uncertain global economic conditions and our inventory position. As a result of
production being below normal operating levels in our wafer fabs, approximately $1.9 million, $0.8 million and $19.0 million
was charged to cost of sales in fiscal 2016, fiscal 2015 and fiscal 2014, respectively. Our wafer fabrication facilities operated at
normal capacity levels during the fourth quarter of fiscal 2016. In the future, if production levels are below normal capacity,
we will charge cost of sales for the unabsorbed capacity. We operated at slightly below normal capacity levels in our Thailand
assembly and test facilities during the third quarter of fiscal 2016. As a result, we charged cost of sales approximately
39
$1.0 million during fiscal 2016. During fiscal 2015 and fiscal 2014, we operated at normal levels of capacity at our Thailand
assembly and test facilities, and we selectively increased our assembly and test capacity at such facilities during such time.
The process technologies utilized in our wafer fabs impact our gross margins. Fab 2 currently utilizes various
manufacturing process technologies, but predominantly utilizes our 0.5 micron to 1.0 micron processes. Fab 4 predominantly
utilizes our 0.22 micron to 0.5 micron processes. We continue to transition products to more advanced process technologies to
reduce future manufacturing costs. Substantially all of our production has been on 8-inch wafers during the periods covered by
this report.
Our overall inventory levels were $306.8 million at March 31, 2016, compared to $279.5 million at March 31, 2015 and
$262.7 million at March 31, 2014. We maintained 110 days of inventory on our balance sheet at March 31, 2016 compared to
111 days of inventory at March 31, 2015 and 118 days at March 31, 2014. We expect our inventory levels in the June 2016
quarter to increase from 1 to 9 days from the March 2016 levels, not including the impact from inventory acquired from our
Atmel acquisition. We believe our existing level of inventory will allow us to maintain competitive lead times and provide
strong delivery performance to our customers.
We anticipate that our gross margins will fluctuate over time, driven primarily by capacity utilization levels, the overall
product mix of microcontroller, analog, interface, mixed signal and timing products, memory products and technology licensing
revenue and the percentage of net sales of each of these products in a particular quarter, as well as manufacturing yields, fixed
cost absorption, and competitive and economic conditions in the markets we serve.
During fiscal 2016, approximately 53% of our assembly requirements were performed in our Thailand facilities, compared
to approximately 57% during fiscal 2015 and approximately 51% during fiscal 2014. The percentage of our assembly work
that is performed internally fluctuates over time based on supply and demand conditions in the semiconductor industry, our
internal capacity capabilities and our acquisition activities. Third-party contractors located in Asia perform the balance of our
assembly operations. During fiscal 2016, approximately 81% of our test requirements were performed in our Thailand
facilities compared to approximately 88% during fiscal 2015 and approximately 86% during fiscal 2014. The primary reason
for the percentage reduction in the assembly and test operations performed in our Thailand facilities in fiscal 2016 compared to
the prior periods is our acquisition of Micrel, which outsourced these activities. Over time, we intend to migrate a portion of
the outsourced assembly and test activities to our Thailand facilities. We believe that the assembly and test operations
performed at our Thailand facilities provide us with significant cost savings 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 significant portion of our wafer fabrication requirements. During each of fiscal
2016 and 2015, approximately 39% of our total net sales came from products that were produced at outside wafer foundries
compared to approximately 38% during fiscal 2014.
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 2016 were $372.6 million, or 17.1% of sales, compared to $349.5 million, or 16.3% of sales, for
fiscal 2015 and $305.0 million, or 15.8% of sales, for fiscal 2014. 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. R&D costs are expensed as incurred. Assets
purchased to support our ongoing research and development activities are capitalized when related to products which have
achieved technological feasibility or that have alternative future uses and are amortized over their expected useful lives. 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 $23.1 million, or 6.6%, for fiscal 2016 over fiscal 2015 primarily due to additional costs from our
acquisition of Micrel as well as higher headcount costs. R&D expenses increased $44.5 million, or 14.6%, for fiscal 2015 over
fiscal 2014. The primary reasons for the increase in R&D costs in fiscal 2015 compared to fiscal 2014 were additional costs
from our acquisitions of Supertex and ISSC as well as higher headcount costs.
R&D expenses fluctuate over time, primarily due to revenue and operating expense investment levels.
40
Selling, General and Administrative
Selling, general and administrative expenses for fiscal 2016 were $301.7 million, or 13.9% of sales, compared to
$274.8 million, or 12.8% of sales, for fiscal 2015, and $267.3 million, or 13.8% of sales, for fiscal 2014. Selling, general and
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 $26.9 million, or 9.8%, for fiscal 2016 over fiscal 2015 due
primarily to additional costs from our acquisition of Micrel. Selling, general and administrative expenses increased
$7.5 million, or 2.8%, for fiscal 2015 over fiscal 2014. The primary reasons for the increase in selling, general and
administrative expenses in fiscal 2015 over fiscal 2014 were additional costs from our acquisitions of Supertex and ISSC and
higher headcount costs partially offset by lower legal expenses.
Selling, general and administrative expenses fluctuate over time, primarily due to revenue and operating expense
investment levels.
Amortization of Acquired Intangible Assets
Amortization of acquired intangible assets in fiscal 2016 was $174.9 million compared to $176.7 million in fiscal 2015 and
$94.5 million in fiscal 2014. The primary reasons for the decrease in acquired intangible asset amortization for fiscal 2016
compared to fiscal 2015 were decreased amortization from our customer-related intangible assets from our acquisition of
SMSC partially offset by increased amortization from our acquisitions of Micrel and ISSC. The primary reasons for the
increase in acquired intangible asset amortization for fiscal 2015 compared to fiscal 2014 were our acquisitions of Supertex and
ISSC as well as increased amortization from our customer-related intangible assets from our acquisition of SMSC.
Special Charges
During fiscal 2016, we incurred special charges of $4.0 million comprised of $11.2 million related to severance, office
closing and other costs associated with our acquisition activity and legal settlement costs of approximately $4.3 million
partially offset by special income of $11.5 million related to an insurance settlement for reimbursement of funds we previously
paid to settle a lawsuit in the second quarter of fiscal 2013. During fiscal 2015 and 2014, we incurred special charges of
$2.8 million and $3.0 million, respectively, related to severance, office closing and other costs associated with our acquisition
activity.
Other Income (Expense)
Interest income in fiscal 2016 was $24.4 million compared to $19.5 million in fiscal 2015 and $16.5 million in fiscal
2014. The primary reasons for the increases in interest income over these periods relates to higher yields on short-term cash
investments and higher invested cash balances.
Interest expense in fiscal 2016 was $104.0 million compared to $62.0 million in fiscal 2015 and $48.7 million in fiscal
2014. The primary reasons for the increase in interest expense in fiscal 2016 compared to fiscal 2015 relates to non-cash
interest expense from the amortization on the debt discount of our 1.625% senior subordinated convertible debentures and
interest expense related to the 1.625% coupon on such debentures which were issued in February 2015. The increase in interest
expense was partially offset by lower interest expense on our 2.125% junior subordinated convertible debentures as a result of
our purchase of 50% of such outstanding debentures in the fourth quarter of fiscal 2015. The primary reasons for the increase
in interest expense in fiscal 2015 compared to fiscal 2014 relates to non-cash interest expense from the amortization on the debt
discount of our 1.625% senior subordinated convertible debentures which were issued in February 2015 and in increase in
interest expense from our credit line borrowings.
Loss on retirement of convertible debentures in fiscal 2015 was $50.6 million. In February 2015, we acquired certain of
our 2.125% junior subordinated convertible debentures with a $575.0 million aggregate principal amount for an aggregate
purchase price of $1,134.6 million, based on market value. The transaction resulted in a loss on retirement of convertible
debentures of approximately $50.6 million, which represented the difference between the fair value of the liability component
at time of repurchase and the sum of the carrying values of the debt component and any unamortized debt issuance costs.
41
Other income, net in fiscal 2016 was $8.9 million compared to other income, net of $13.7 million in fiscal 2015 and other
income, net of $5.9 million in fiscal 2014. The primary reason for the change in other income, net during fiscal 2016 compared
to fiscal 2015 relates to lower realized gains on the sale of marketable equity and debt securities and losses resulting from
derivative activity. The primary reasons for the change in other income, net during fiscal 2015 compared to fiscal 2014 relates
to realized gains of $18.5 million from the sale of marketable equity and debt securities and fluctuations on our foreign
currency derivatives.
Provision for Income Taxes
Our provision for income taxes reflects tax on our foreign earnings and federal and state tax on U.S. earnings. We had an
effective tax rate benefit of 15.2% in fiscal 2016 and 5.6% in fiscal 2015 and an effective tax rate of 8.6% in fiscal
2014. Excluding certain tax events described below, our effective tax rates were lower than statutory rates in the U.S. primarily
due to our mix of earnings in foreign jurisdictions with lower tax rates and the R&D tax credit. Our effective tax rate in fiscal
2016 includes $12.1 million of benefits related to audit closures and expirations of the statute of limitations on various tax
reserves and $15.5 million of benefits related to intercompany prepaid tax amortization, which reduced our effective rate by
4.3% and 5.5%, respectively. Our effective tax rate in fiscal 2016 also includes a $2.5 million benefit received from the
reinstatement of the R&D credit and a $13.5 million benefit received from current year generated R&D credits, which reduced
our effective tax rate by 0.9% and 4.8%, respectively. Our effective tax rate in fiscal 2015 included $33.1 million of benefits
related to audit closures and expirations of the statute of limitations on various tax reserves, which reduced our effective tax
rate by 9.6%. Our effective tax rate in fiscal 2015 also included a $1.8 million benefit received from the reinstatement of the
R&D credit, which reduced our effective tax rate by 0.5%. During fiscal 2014, our effective tax rate included $19.4 million of
benefits related to various items including a settlement with the IRS for our fiscal 2009 and fiscal 2010 tax audits and the
expiration of the statute of limitations on various tax reserves. These benefits reduced our effective tax rate by 4.5% to an
effective tax rate of 8.6%.
Various taxing authorities in the U.S. 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. For U.S. federal, and in general for U.S. state tax returns, our fiscal
2011 and later tax returns remain open for examination by the taxing authorities. We recognize liabilities for anticipated tax
audit issues in the U.S. 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 U.S. 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. Any expiration of our tax holidays are expected to have a minimal impact on our
overall tax expense due to other tax holidays and an increase in income in other taxing jurisdictions with lower statutory rates.
Liquidity and Capital Resources
We had $2,564.6 million in cash, cash equivalents and short-term and long-term investments at March 31, 2016, an
increase of $222.4 million from the March 31, 2015 balance. The increase in cash, cash equivalents and short-term and long-
term investments over this time period is primarily attributable to cash generated by operating activities and increases in
borrowings under our credit facility offset in part by our dividend payments of $291.1 million and $343.9 million of cash, net
of cash acquired, used for our acquisition of Micrel.
Net cash provided from operating activities was $744.5 million for fiscal 2016, $721.2 million for fiscal 2015 and
$676.6 million for fiscal 2014. The increase in cash flow from operations in fiscal 2016 compared to fiscal 2015 was primarily
due to higher net sales and an increase in cash from changes in our operating assets and liabilities. The increase in cash flow
from operations in fiscal 2015 compared to fiscal 2014 was primarily due to higher net sales during fiscal 2015.
Net cash provided by investing activities was $800.4 million for fiscal 2016. Net cash used in investing activities was
$678.3 million for fiscal 2015 and $503.3 million in fiscal 2014. The primary reason for the increase in cash from investing
activities in fiscal 2016 compared to fiscal 2015 was an increase in cash from our sales and maturities of available-for-sale
investments of $1,112.6 million, offset in part by $343.9 million of cash consideration, net of $99.2 million of cash and cash
equivalents acquired, used to finance our acquisition of Micrel in August 2015. The increase in net cash used in investing
42
activities in fiscal 2015 compared to fiscal 2014 was due primarily to $252.5 million of cash consideration, net of $15.1 million
of cash and cash equivalents acquired, used to finance our acquisition of ISSC in July 2014 and $375.4 million of cash
consideration, net of $14.8 million of cash and cash equivalents acquired, used to finance our acquisition of Supertex in April
2014, offset in part by an increase in cash from our purchases, sales and maturities of available-for-sale investments in fiscal
2015 compared to the prior year.
Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions. Capital
expenditures were $97.9 million in fiscal 2016, $149.5 million in fiscal 2015 and $113.1 million in fiscal 2014. Capital
expenditures are primarily for the expansion of production capacity and the addition of research and development equipment.
We currently intend to spend approximately $140 million during the next twelve months to invest in equipment and facilities to
maintain, and selectively increase, our capacity.
We expect to finance our 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 twelve months will provide sufficient
manufacturing capacity to meet our currently anticipated needs.
Net cash used in financing activities was $59.9 million for fiscal 2016 compared to net cash provided by financing
activities of $98.5 million for fiscal 2015 and net cash used in financing activities of $235.0 million for fiscal 2014. We made
payments on our borrowings under our credit agreements of $1,614.5 million during fiscal 2016, $2,047.6 million during fiscal
2015 and $1,103.5 million during fiscal 2014. Cash received on borrowings under our credit agreement totaled $2,204.5
million during fiscal 2016, $1,859.6 million during fiscal 2015 and $1,133.5 million during fiscal 2014. In February 2015, we
issued $1,725.0 million principal amount of 1.625% senior subordinated convertible debentures due February 15, 2025. The
debentures are subordinated to our senior debt, including amounts borrowed under our amended credit facility, but are senior to
our outstanding 2.125% junior subordinated convertible debentures. Also, in February 2015, we acquired certain of our
2.125% junior subordinated convertible debentures with a $575.0 million aggregate principal amount for an aggregate purchase
price of $1,134.6 million, based on market value. Cash expended for the repurchase of shares of our common stock was
$363.8 million in fiscal 2016. We did not repurchase any shares of our common stock during fiscal 2015 or fiscal 2014. We
paid cash dividends to our stockholders of $291.1 million in fiscal 2016, $286.5 million in fiscal 2015, and $281.2 million in
fiscal 2014. Proceeds from the exercise of stock options and employee purchases under our employee stock purchase plans
were $28.7 million for fiscal 2016, $34.4 million for fiscal 2015 and $60.1 million for fiscal 2014.
In February 2015, we amended our $2.0 billion credit agreement with certain lenders. As a result of such amendment, the
revolving credit facility portion of the agreement was increased from $1,650.0 million to $2,555.0 million and the $350.0
million term loan portion of the agreement was removed. The increase option permitting us, subject to certain requirements, to
arrange with existing lenders or new lenders to provide up to an aggregate of $300.0 million in additional commitments, was
also adjusted to $249.4 million. In December 2015, we exercised our increase option in our credit agreement to obtain
additional revolving commitments of $219.0 million, bringing our total revolving credit facility commitments to $2,774.0
million. Proceeds of loans made under the credit agreement may be used for working capital and general corporate purposes.
At March 31, 2016, $1,052.0 million of borrowings were outstanding under the credit agreement. See Note 16 of the notes to
consolidated financial statements for more information regarding our credit agreement.
Our total cash, cash equivalents, short-term investments and long-term investments held by our foreign subsidiaries was
$2,559.3 million at March 31, 2016 and $2,322.4 million at March 31, 2015. Under current tax laws and regulations, if
accumulated earnings and profits held by our foreign subsidiaries that U.S. taxes had not previously been provided for were to
be distributed to the U.S. in the form of dividends or otherwise, we would be subject to additional U.S. income taxes and
foreign withholding taxes. The balance of cash, cash equivalents, short-term investments and long-term investments available
for our U.S. operations as of March 31, 2016 and March 31, 2015 was approximately $5.3 million and $19.8 million,
respectively. We utilize a variety of tax planning and financing strategies (including borrowings under our credit agreement)
with the objective of having our worldwide cash available in the locations in which it is needed. We consider our offshore
earnings to be permanently reinvested offshore. However, we could determine to repatriate some of our offshore earnings in
future periods to fund stockholder dividends, share repurchases, acquisitions or other corporate activities. We expect that a
significant portion of our future cash generation will be in our foreign subsidiaries.
In March 2015, we entered into ten-year fixed-to-floating interest rate swap agreements on a portion of our fixed-rate
1.625% senior subordinated convertible debentures. The interest rate swap agreements are designated as fair value hedges. We
paid variable interest equal to the three-month LIBOR minus 53.6 basis points and we received a fixed interest rate of 1.625%.
The gross notional amount of these contracts outstanding at March 31, 2015 was $431.3 million. In February 2016, the
Company terminated its interest rate swap agreements. Upon termination, the contracts were in an asset position, resulting in
cash receipts of approximately $25.7 million, which included $3.7 million of accrued interest. The cash flows from the
43
termination of these interest rate swap agreements have been reported as operating activities in the consolidated statement of
cash flows.
We enter into derivative 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. At March 31, 2016, we had no
foreign currency forward contracts outstanding.
On August 3, 2015, we acquired Micrel for $14.00 per share and paid an aggregate of approximately $430.0 million in
cash and issued an aggregate of 8.6 million shares of our common stock to Micrel shareholders. We financed the cash portion
of the purchase price with borrowings under our existing credit agreement.
On April 4, 2016, we completed our acquisition Atmel. Under the terms of the merger agreement executed on January 19,
2016, Atmel stockholders received $8.15 per share in a combination of $7.00 per share in cash and $1.15 per share in shares of
Microchip common stock. We financed the purchase price of our Atmel acquisition using approximately $2.04 billion of cash,
cash equivalents, short-term investments and long-term investments held by certain of our foreign subsidiaries, approximately
$0.94 billion from additional borrowings under our existing line of credit agreement and approximately $489 million through
the issuance of an aggregate of 10.1 million shares of our common stock. The acquisition price represents a total equity value
of approximately $3.47 billion, and a total enterprise value of approximately $3.43 billion, after excluding Atmel's cash and
investments net of debt of approximately $39.3 million. The acquisition was structured in a manner that enabled us to utilize a
substantial portion of the cash, cash equivalents, short-term investments and long-term investments held by certain of our
foreign subsidiaries in a tax efficient manner. Although we believe our determinations with respect to the tax consequences of
the acquisition are reasonable, we are regularly audited by the IRS and may be audited by other taxing authorities, and there
can be no assurance as to the outcome of any such audit.
In May 2015, our Board of Directors authorized the repurchase of up to 20.0 million shares of our common stock in the
open market or in privately negotiated transactions. As of March 31, 2016, we had repurchased 8.6 million shares under this
authorization for approximately $363.8 million. In January 2016, our Board of Directors authorized an increase in the existing
share repurchase program to 15.0 million shares of common stock from the approximately 11.4 million shares remaining under
the current authorization. There is no expiration date associated with this repurchase program.
As of March 31, 2016, we held approximately 23.3 million shares as treasury shares.
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
$4.1 million. To date, our cumulative dividend payments have totaled approximately $2.81 billion. During fiscal 2016, we
paid dividends in the amount of $1.433 per share for a total dividend payment of $291.1 million. During fiscal 2015, we paid
dividends in the amount of $1.425 per share for a total dividend payment of $286.5 million. During fiscal 2014, we paid
dividends in the amount of $1.417 per share for a total dividend payment of $281.2 million. On May 4, 2016, we declared a
quarterly cash dividend of $0.3595 per share, which will be paid on June 6, 2016, to stockholders of record on May 23, 2016
and the total amount of such dividend is expected to be approximately $77 million. Our Board is free to change our dividend
practices at any time and to increase or decrease 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, our results
of operations and potential changes in tax laws.
We believe that our existing sources of liquidity combined with cash generated from operations and borrowings under our
credit agreement 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 increase our
borrowings under our credit agreement or seek additional equity or debt financing from time to time to maintain or expand our
wafer fabrication and product assembly and test facilities, for cash dividends, for share repurchases or for acquisitions or other
purposes. The timing and amount of any such financing requirements will depend on a number of factors, including our level
of dividend payments, changes in tax laws and regulations regarding the repatriation of offshore cash, demand for our products,
changes in industry conditions, product mix, competitive factors and our ability to identify suitable acquisition
candidates. 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.
44
Contractual Obligations
The following table summarizes our significant contractual obligations at March 31, 2016, 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, 2016 (dollars in thousands):
Operating lease obligations
Capital purchase obligations (1)
Other purchase obligations and commitments (2)
Borrowings under credit agreement outstanding as
of March 31, 2016 - principal and interest (3)
1.625% senior convertible debentures - principal
and interest on 1.625% coupon (4)
2.125% junior convertible debentures – principal
and interest on 2.125% coupon (5)
Total contractual obligations (6)
Payments Due by Period
Total
Less than
1 year
$
$
41,162
30,158
57,565
16,370
30,158
54,805
1 – 3 years
20,027
$
—
2,276
3 – 5 years
4,098
$
—
242
1,130,357
20,356
40,712
1,069,289
More than
5 years
$
667
—
242
—
1,973,778
28,031
56,063
56,063
1,833,621
840,249
12,219
24,438
24,438
779,154
$ 4,073,269
$
161,939
$
143,516
$ 1,154,130
$ 2,613,684
(1) Capital purchase obligations represent commitments for construction or purchases of property, plant and
equipment. These obligations were not recorded as liabilities on our balance sheet as of March 31, 2016, 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 and outstanding
purchase commitments with our wafer foundries of approximately $52.4 million for delivery of wafers in fiscal 2017.
(3) For purposes of this table we have assumed that the principal of our credit agreement borrowings outstanding at March
31, 2016 will be paid on February 4, 2020, which is the maturity date of such borrowings.
(4) For purposes of this table we have assumed that the principal of our senior convertible debentures will be paid on
February 15, 2025, which is the maturity date of such debentures.
(5) For purposes of this table we have assumed that the principal of our junior convertible debentures will be paid on
December 15, 2037, which is the maturity date of such debentures.
(6) Total contractual obligations do not include contractual obligations recorded on our balance sheet as current liabilities,
or certain purchase obligations as discussed below. The contractual obligations also do not include amounts related to
uncertain tax positions because reasonable estimates cannot be made.
Purchase orders or contracts for the purchase of raw materials and other goods and services, with the exception of
commitments to our wafer foundries, 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 the purchase of goods or services
are defined as agreements that are enforceable and legally binding on us 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.
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.
45
Off-Balance Sheet Arrangements
As of March 31, 2016, we are not involved in any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of
SEC Regulation S-K.
Recently Issued Accounting Pronouncements
Refer to Note 1 to our consolidated financial statements regarding recently issued accounting pronouncements.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our 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 our investment guidelines and market
conditions. Our investment portfolio, consisting of fixed income securities, money market funds, cash deposits, and marketable
securities that we hold on an available-for-sale basis, was $2,564.6 million as of March 31, 2016 compared to $2,342.2 million
as of March 31, 2015. The available-for-sale debt 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. We sold a significant portion of our available-for-sale investments during the fourth quarter of fiscal
2016 to finance a portion of the purchase price of our Atmel acquisition which closed on April 4, 2016. The following table
provides information about our available-for-sale securities that are sensitive to changes in interest rates as of March 31,
2016. We have aggregated our available-for-sale securities for presentation purposes since they are all very similar in nature
(dollars in thousands):
Financial instruments maturing during the fiscal year ended March 31,
Available-for-sale securities
Weighted-average yield rate
2017
41,078
$
2018
14,994
$
2019
$ 413,558
$
0.98%
0.75%
1.21%
2020
2021
— $
—%
Thereafter
—
—%
— $
—%
See Note 1 to our Consolidated Financial Statements for additional information on our investments.
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 (the "Exchange Act"), 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 Exchange Act. 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 Exchange Act (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
46
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 our assets that could have a material effect on our financial statements.
Management assessed our internal control over financial reporting as of March 31, 2016, the end of our fiscal
year. Management based its assessment on criteria established in Internal Control – Integrated Framework (2013 framework)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management's assessment included an
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.
Ernst & Young LLP, an independent registered public accounting firm, who audited our consolidated financial statements
included in this Form 10-K has issued an attestation report on our internal control over financial reporting as of March 31,
2016, which is included in Part II, Item 9A.
Changes in Internal Control over Financial Reporting
During the three months ended March 31, 2016, 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.
47
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Microchip Technology Incorporated and subsidiaries
We have audited Microchip Technology Incorporated and subsidiaries' internal control over financial reporting as of
March 31, 2016, based on criteria established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Microchip Technology
Incorporated and subsidiaries' management is responsible for maintaining effective internal control over financial reporting,
and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on 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, assessing the risk that a material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk, 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, Microchip Technology Incorporated and subsidiaries maintained, in all material respects, effective internal
control over financial reporting as of March 31, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Microchip Technology Incorporated as of March 31, 2016 and 2015, and the related
consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the
period ended March 31, 2016 and our report dated May 24, 2016 expressed an unqualified opinion thereon.
Phoenix, Arizona
May 24, 2016
48
Item 9B. OTHER INFORMATION
In May 2015 or earlier, each of J. Eric Bjornholt, our Chief Financial Officer, Mitch Little, our Vice President, Worldwide
Sales and Applications, Steve Drehobl, our Vice President, MCU8 and Technology Development Division, and Rich Simoncic,
our Vice President, Analog Power and Interface Division, entered into trading plans as contemplated by Rule 10b-5-1 under the
Exchange Act and periodic sales of our common stock have occurred and are expected to occur under such plans.
The foregoing disclosure is being made on a voluntary basis and not pursuant to any specific requirement under Form 10-
K, Form 8-K or otherwise.
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
2016 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 2016 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
of the Registrant" at page 10, above.
Information with respect to compliance with Section 16(a) of the Exchange Act, is incorporated herein by reference to our
proxy statement for our 2016 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 2016 annual meeting of stockholders under the caption "Code of Conduct and Ethics." A copy of our Code of
Business Conduct and 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 2016 annual meeting of stockholders under the
caption "Requirements, Including Deadlines, for Receipt of Stockholder Proposals for the 2016 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 2016 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 2016 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 2016 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 2016 annual meeting of stockholders.
49
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 2016 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 2016 annual meeting of stockholders.
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 2016 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 2016 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 2016 annual meeting of stockholders.
50
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, 2016 and 2015
Consolidated Statements of Income for each of the three years in the period ended March 31,
2016
Consolidated Statements of Comprehensive Income for each of the three years in the period
ended March 31, 2016
Consolidated Statements of Cash Flows for each of the three years in the period ended March 31,
2016
Consolidated Statements of Changes in Equity for each of the three years in the period ended
March 31, 2016
(2)
(3)
Notes to Consolidated Financial Statements
Financial Statement Schedules
The Exhibits filed with this Form 10-K or incorporated herein by reference are set
forth in the Exhibit Index beginning on page 54 hereof, which Exhibit Index is incorporated
herein by this reference.
(b) See Item 15(a)(3) above.
(c) See "Index to Financial Statements" included under Item 8 to this Form 10-K.
Page
No.
F-1
F-2
F-3
F-4
F-5
F-7
F-9
None
51
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.
May 24, 2016
MICROCHIP TECHNOLOGY INCORPORATED
(Registrant)
By: /s/ Steve Sanghi
Steve Sanghi
Chief Executive Officer and Chairman of the Board
52
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or director of Microchip Technology
Incorporated, a Delaware corporation (the "Company"), does hereby constitute and appoint each of STEVE SANGHI and
J. ERIC BJORNHOLT, with full power to each of them to act alone, as the true and lawful attorneys and agents of the
undersigned, with full power of substitution and resubstitution to each of said attorneys to execute, file or deliver any and all
instruments and to do any and all acts and things which said attorneys and agents, or any of them, deem advisable to enable the
Company to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and
Exchange Commission in respect thereto relating to this annual report on Form 10-K, including specifically, but without
limitation of the general authority hereby granted, the power and authority to sign such person's name individually and on
behalf of the Company as an officer or director (as indicated below opposite such person's signature) to the Company's annual
report on Form 10-K or any amendments or supplements thereto; and each of the undersigned does hereby fully ratify and
confirm all that said attorneys and agents or any of them, shall do or cause to be done by virtue hereof. This Power of Attorney
revokes any and all previous powers of attorney granted by any of the undersigned which such power would have entitled said
attorneys and agents, or any of them, to sign such person's name, individually or on behalf of the Company, to any Form 10-K.
IN WITNESS WHEREOF, each of the undersigned has executed the foregoing power of attorney on this 24th day of May,
2016.
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/ Matthew W. Chapman
Matthew W. Chapman
/s/ L.B. Day
L.B. Day
/s/ Esther L. Johnson
Esther L. Johnson
/s/ Wade F. Meyercord
Wade F. Meyercord
/s/ J. Eric Bjornholt
J. Eric Bjornholt
Chief Executive Officer and
Chairman of the Board
May 24, 2016
May 24, 2016
May 24, 2016
May 24, 2016
May 24, 2016
May 24, 2016
Director
Director
Director
Director
Vice President and Chief Financial
Officer
(Principal Financial and
Accounting Officer)
53
Incorporated by Reference
Form
10-K
File
Number
000-21184
Exhibit
2.1
Filing
Date
5/30/2014
Filed
Herewith
10-K
000-21184
2.2
5/30/2014
10-K
000-21184
2.3
5/30/2014
10-K
000-21184
2.4
5/30/2014
10-K
000-21184
2.5
5/30/2014
10-K
000-21184
2.2
5/30/2012
8-K
000-21184
2.1
5/8/2015
8-K
000-21184
2.1
1/19/2016
10-Q
000-21184
10-Q
000-21184
3.1
3.1
11/12/2002
11/8/2013
8-K
000-21184
4.1
12/7/2007
8-K
000-21184
4.1
2/11/2015
8-K
000-21184
4.2
12/7/2007
Exhibit
Number
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
3.1
3.2
4.1
4.2
4.3
Exhibit Description
Agreement and Plan of Merger dated as of
May 22, 2014 by and among Microchip
Technology (Barbados) II Incorporated and
ISSC Technologies Corp.
Tender Agreement dated May 22, 2014
between Microchip Technology (Barbados) II
Incorporated and Directors, Certain Officers
and Certain Shareholders of ISSC
Technologies Corp.
Guaranty Concerning Merger Agreement
dated May 22, 2014 made by Microchip
Technology Incorporated with respect to
certain obligations of Microchip Technology
(Barbados) II Incorporated
Guaranty Concerning Tender Agreement
dated May 22, 2014 made by Microchip
Technology Incorporated with respect to
certain obligations of Microchip Technology
(Barbados) II Incorporated
Agreement and Plan of Merger dated as of
February 9, 2014 by and among Microchip
Technology Incorporated, Orchid Acquisition
Corporation and Supertex, Inc.
Agreement and Plan of Merger dated as of
May 1, 2012 by and among Microchip
Technology Incorporated, Microchip
Technology Management Co. and Standard
Microsystems Corporation, including Form of
Voting Agreement
Agreement and Plan of Merger dated as of
May 7, 2015, by and among, Microchip
Technology Incorporated, Micrel,
Incorporated, Mambo Acquisition Corp. and
Mambo Acquisition LLC
Agreement and Plan of Merger, dated as of
January 19, 2016, by and among Microchip
Technology, Atmel Corporation, and Hero
Acquisition Corporation
Restated Certificate of Incorporation of
Registrant
Amended and Restated By-Laws of
Registrant, as amended through October 1,
2013
Indenture, dated as of December 7, 2007, by
and between Wells Fargo Bank, National
Association, as Trustee, and Microchip
Technology Incorporated
Indenture dated as of February 11, 2015
between Microchip Technology Incorporated
and Wells Fargo Bank, N.A.
Registration Rights Agreement, dated as of
December 7, 2007, by and between J.P.
Morgan Securities Inc. and Microchip
Technology Incorporated
54
Exhibit
Number
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
Exhibit Description
Master Increasing Lender Supplement dated
as of March 19, 2015, by and among
Microchip Technology Incorporated and the
Increasing Lenders thereto
Amendment No. 1, dated December 4, 2015,
to Amended and Restated Credit Agreement,
dated as of June 27, 2013, as amended and
restated as of February 4, 2015
Amendment and Restatement Agreement
dated as of February 4, 2015, to the Credit
Agreement, dated as of June 27, 2013, by and
among Microchip Technology Incorporated,
the lenders party thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent
Form of Indemnification Agreement between
Registrant and its directors and certain of its
officers
Microchip Technology Incorporated 2012
Inducement Award Plan
*2004 Equity Incentive Plan as amended and
restated August 14, 2015
*Form of Notice of Grant of Restricted Stock
Units (officer) for 2004 Equity Incentive Plan
Form of Notice of Grant of Restricted Stock
Units (non-officer) for 2004 Equity Incentive
Plan
*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)
*Restricted Stock Units Agreement
(Domestic) for 2004 Equity Incentive Plan
Restricted Stock Units Agreement (Foreign)
for 2004 Equity Incentive Plan
*Form of Global RSU Agreement for 2004
Equity Incentive Plan (including Notice of
Grant of Restricted Stock Units)
*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 March 1, 2012
Incorporated by Reference
Form
10-K
File
Number
000-21184
Exhibit
10.1
Filing
Date
6/8/2015
Filed
Herewith
8-K
000-21184
10.1
12/7/2015
8-K
000-21184
10.1
2/4/2015
S-1
33-57960
10.1
2/5/1993
S-8
333-183074
4.8
8/3/2012
8-K
000-21184
10.1
8/18/2015
S-8
S-8
333-192273
10.2
11/12/2013
333-192273
10.3
11/12/2013
S-8
333-119939
4.5
10/25/2004
10-K
000-21184
10.4
5/23/2005
10-K
000-21184
10.6
5/31/2006
10-Q
000-21184
10.3
11/7/2007
10-Q
000-21184
10.4
11/7/2008
8-K
000-21184
10.1
9/27/2010
S-8
333-872
10.6
1/23/1996
10-Q
000-21184
10.1
2/6/2012
55
Exhibit
Number
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
Exhibit Description
*1997 Nonstatutory Stock Option Plan, as
Amended Through March 3, 2003
*Form of Notice of Grant For 1997
Nonstatutory Stock Option Plan, with Exhibit
A thereto, Form of Stock Option Agreement
Microchip Technology Incorporated
International Employee Stock Purchase Plan
as amended through May 19, 2014, including
Purchase Agreement
*Executive Management Incentive
Compensation Plan as amended on
August 19, 2011
*Discretionary Executive Management
Incentive Compensation Plan
Management Incentive Compensation Plan as
amended by the Board of Directors on May
17, 2013
*Microchip Technology Incorporated
Supplemental Retirement Plan
*Adoption Agreement to the Microchip
Technology Incorporated Supplemental
Retirement Plan dated January 1, 1997
*Amendment dated December 9, 1999 to the
Adoption Agreement to the Microchip
Technology Incorporated Supplemental
Retirement Plan
*February 3, 2003 Amendment to the
Adoption Agreement to the Microchip
Technology Incorporated Supplemental
Retirement Plan
*Amendments to Supplemental Retirement
Plan
*Amended and Restated Adoption Agreement
to the Microchip Technology Incorporated
Supplemental Retirement Plan dated October
8, 2008, as amended December 15, 2008
*Change of Control Severance Agreement
*Change of Control Severance Agreement
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
Amended Strategic Investment Program
Contract dated as of June 8, 2009 between,
Multnomah County, Oregon, City of
Gresham, Oregon and Microchip Technology
Incorporated
21.1
Subsidiaries of Registrant
56
Incorporated by Reference
Form
10-K
File
Number
000-21184
Exhibit
10.13
Filing
Date
6/5/2003
Filed
Herewith
10-K
000-21184
10.17
5/27/1998
10-K
000-21184
10.17
5/30/2014
8-K
000-21184
10.1
8/24/2011
10-Q
000-21184
10.3
8/24/2006
10-K
000-21184
10.21
5/30/2013
S-8
S-8
333-101696
4.1.1
12/6/2002
333-101696
4.1.3
12/6/2002
S-8
333-101696
4.1.4
12/6/2002
10-K
000-21184
10.28
6/5/2003
10-Q
000-21184
10.1
2/9/2006
8-K
8-K
10-Q
000-21184
000-21184
000-21184
10.1
10.2
10.1
12/18/2008
12/18/2008
2/13/1998
10-K
000-21184
10.14
5/15/2001
10-Q
000-21184
10.2
2/13/1998
8-K
000-21184
10.1
6/11/2009
X
X
Exhibit
Number
23.1
24.1
31.1
31.2
32
Incorporated by Reference
Exhibit Description
Form
File
Number
Exhibit
Filing
Date
Consent of Independent Registered Public
Accounting Firm
Power of Attorney included on Page 53 of
this Form 10-K
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.
Filed
Herewith
X
X
X
X
X
57
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, 2016
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, 2016 and 2015
Consolidated Statements of Income for each of the three years in the period ended March 31, 2016
Consolidated Statements of Comprehensive Income for each of the three years in the period ended
March 31, 2016
Consolidated Statements of Cash Flows for each of the three years in the period ended March 31,
2016
Consolidated Statements of Changes in Equity for each of the three years in the period ended
March 31, 2016
Notes to Consolidated Financial Statements
Page Number
F-1
F-2
F-3
F-4
F-5
F-7
F-9
i
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, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in equity, and
cash flows for each of the three years in the period ended March 31, 2016. 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 financial statements referred to above present fairly, in all material respects, the consolidated financial
position of Microchip Technology Incorporated and subsidiaries at March 31, 2016 and 2015, and the consolidated results of
their operations and their cash flows for each of the three years in the period ended March 31, 2016, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), Microchip Technology Incorporated and subsidiaries' internal control over financial reporting as of March 31, 2016,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework) and our report dated May 24, 2016 expressed an unqualified opinion thereon.
Phoenix, Arizona
May 24, 2016
F-1
Item1. Financial Statements
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
ASSETS
Cash and cash equivalents
Short-term investments
Accounts receivable, net
Inventories
Prepaid expenses
Deferred tax assets
Assets held for sale
Other current assets
Total current assets
Property, plant and equipment, net
Long-term investments
Goodwill
Intangible assets, net
Long-term deferred tax assets
Other assets
Total assets
Accounts payable
Accrued liabilities
Deferred income on shipments to distributors
Total current liabilities
Senior convertible debentures
Junior convertible debentures
Long-term line of credit
Long-term income tax payable
Long-term deferred tax liability
Other long-term liabilities
Stockholders' equity:
LIABILITIES AND EQUITY
$
$
Preferred stock, $0.001 par value; authorized 5,000,000 shares; no shares issued or outstanding
Common stock, $0.001 par value; authorized 450,000,000 shares; 227,416,789 shares issued and 204,081,727
shares outstanding at March 31, 2016; 218,789,994 shares issued and 202,080,306 shares outstanding at
March 31, 2015
Additional paid-in capital
Common stock held in treasury: 23,335,062 shares at March 31, 2016; 16,709,688 shares at March 31, 2015
Accumulated other comprehensive (loss) income
Retained earnings
Microchip Technology stockholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes to consolidated financial statements
F-2
March 31,
2016
2015
$
2,092,751
$
607,815
353,284
290,183
306,815
41,992
—
—
11,688
1,351,054
273,937
279,456
34,717
71,045
13,989
32,604
3,096,713
2,664,617
$
$
609,396
118,549
1,012,652
606,349
14,831
109,025
5,567,515
79,312
119,265
183,432
382,009
1,234,733
196,304
1,052,000
111,061
399,218
41,271
—
204
1,391,553
(820,066)
(3,357)
1,582,585
2,150,919
—
581,572
383,326
571,271
504,417
—
75,510
4,780,713
86,866
100,978
166,128
353,972
1,174,036
190,870
461,952
114,336
381,192
43,329
—
202
999,515
(515,679)
11,076
1,549,540
2,044,654
16,372
2,150,919
2,061,026
$
5,567,515
$
4,780,713
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
Year ended March 31,
2016
2015
2014
$
2,173,334
$
2,147,036
$
1,931,217
967,870
1,205,464
917,472
1,229,564
802,474
1,128,743
372,596
301,670
174,896
3,957
853,119
352,345
(345)
24,447
(104,018)
—
8,864
281,293
(42,632)
323,925
207
324,132
1.59
1.49
1.433
203,384
217,388
$
$
$
$
349,543
274,815
176,746
2,840
803,944
425,620
(317)
19,527
(62,034)
(50,631)
13,742
345,907
(19,418)
365,325
3,684
369,009
1.84
1.65
1.425
200,937
223,561
$
$
$
$
305,043
267,278
94,534
3,024
669,879
458,864
(177)
16,485
(48,716)
—
5,898
432,354
37,073
395,281
—
395,281
1.99
1.82
1.417
198,291
217,630
7,340
24,554
21,893
Net sales
Cost of sales (1)
Gross profit
Research and development (1)
Selling, general and administrative (1)
Amortization of acquired intangible assets
Special charges, net
Operating expenses
Operating income
Losses on equity method investments
Other income (expense):
Interest income
Interest expense
Loss on retirement of convertible debentures
Other income, net
Income before income taxes
Income tax (benefit) provision
Net income
Less: Net loss attributable to noncontrolling interests
Net income attributable to Microchip Technology
Basic net income per common share attributable to Microchip Technology
stockholders
Diluted net income per common share attributable to Microchip Technology
stockholders
Dividends declared per common share
$
$
$
$
Basic common shares outstanding
Diluted common shares outstanding
(1) Includes share-based compensation expense as follows:
Cost of sales
Research and development
Selling, general and administrative
$
8,252
$
9,010
$
32,022
31,146
28,164
21,422
See accompanying notes to consolidated financial statements
F-3
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income
Less: Net loss attributable to noncontrolling interests
Net income attributable to Microchip Technology
Components of other comprehensive (loss) income:
Available-for sale securities:
Unrealized holding (losses) gains, net of tax effect of $0, $12 and $497,
respectively
Reclassification of realized transactions, net of tax effect of $0, $12 and
$776, respectively
Change in minimum pension liability, net of tax effect of $18, ($76) and $55,
respectively
Change in net foreign currency translation adjustment
Other comprehensive (loss) income, net of taxes
Less: Other comprehensive loss attributable to noncontrolling interests
Other comprehensive (loss) income attributable to Microchip Technology
Year Ended March 31,
2016
2015
2014
$
323,925
$
365,325
$
395,281
207
324,132
3,684
369,009
—
395,281
(3,241)
33,759
(4,377)
(10,948)
(18,694)
(1,595)
31
—
(14,158)
—
(14,158)
(127)
(5,188)
9,750
866
10,616
88
—
(5,884)
—
(5,884)
Comprehensive income
Less: Comprehensive loss attributable to noncontrolling interests
309,767
207
375,075
4,550
389,397
—
Comprehensive income attributable to Microchip Technology
$
309,974
$
379,625
$
389,397
See accompanying notes to consolidated financial statements
F-4
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Deferred income taxes
Share-based compensation expense related to equity incentive plans
Excess tax benefit from share-based compensation
Loss on retirement of junior convertible debentures
Amortization of debt discount on convertible debentures
Amortization of debt issuance costs
Losses on equity method investments
(Gains) losses on sale of assets
Loss on write-down of fixed assets
Impairment of intangible assets
Realized gain on available-for-sale investments
Realized gain on equity method investment
Impairment of available-for-sale investment
Amortization of premium on available-for-sale investments
Special (income) charges
Gain on shares of acquired company
Changes in operating assets and liabilities, excluding impact of acquisitions:
Increase in accounts receivable
Decrease (increase) in inventories
Increase in deferred income on shipments to distributors
Decrease in accounts payable and accrued liabilities
Change in other assets and liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of available-for-sale investments
Sales and maturities of available-for-sale investments
Sale of equity method investment
Acquisition of Micrel, net of cash acquired
Acquisition of ISSC, net of cash acquired
Purchase of additional controlling interest in ISSC
Acquisition of Supertex, net of cash acquired
Other business acquisitions, net of cash acquired
Investments in other assets
Proceeds from sale of assets
Capital expenditures
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Payments to retire junior convertible debentures
Proceeds from issuance of senior convertible debentures
Repayments of revolving loan under previous credit facility
Repayments of revolving loan under new credit facility
Proceeds from borrowings on revolving loan under previous credit facility
Proceeds from borrowings on revolving loan under new credit facility
Proceeds from issuance of long-term borrowings
Repayments of long-term borrowings
Deferred financing costs
Payment of cash dividends
Repurchase of common stock
Proceeds from sale of common stock
F-5
Year ended March 31,
2015
2014
2016
$
323,925
$
365,325
$
395,281
283,171
(60,425)
71,420
(758)
—
48,022
3,968
345
(960)
—
629
(13,727)
(2,225)
3,995
9,044
(819)
—
(2,150)
48,245
16,962
(20,836)
36,657
744,483
(1,573,867)
2,824,231
2,667
(343,928)
—
(18,051)
—
—
(7,056)
14,296
(97,895)
800,397
—
—
—
(1,614,452)
—
2,204,500
—
—
(2,156)
(291,087)
(363,829)
28,718
278,298
(32,811)
58,596
(1,216)
50,631
14,791
2,463
317
—
362
1,881
(18,469)
—
—
9,949
—
—
(15,893)
25,517
18,330
(33,992)
(2,897)
721,182
(959,318)
1,097,065
—
—
(252,469)
(32,095)
(375,365)
—
(6,663)
—
(149,472)
(678,317)
(1,134,621)
1,725,000
—
(1,697,642)
—
1,859,594
—
(350,000)
(32,846)
(286,478)
—
34,433
189,139
5,321
53,787
(1,411)
—
8,970
1,959
177
244
—
350
—
—
—
10,754
(459)
(2,438)
(12,508)
(18,500)
8,846
(11,633)
48,685
676,564
(1,337,482)
951,296
—
—
—
—
—
(11,187)
(9,069)
16,235
(113,072)
(503,279)
—
—
(650,000)
(453,500)
30,000
753,500
350,000
—
(7,515)
(281,204)
—
60,086
Tax payments related to shares withheld for vested restricted stock units
Contingent consideration payment
Capital lease payments
Excess tax benefit from share-based compensation
Net cash (used in) provided by financing activities
Effect of foreign exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Year ended March 31,
2015
2014
2016
(21,720)
—
(676)
758
(59,944)
—
1,484,936
607,815
2,092,751
$
$
(19,504)
—
(604)
1,216
98,548
(201)
141,212
466,603
607,815
$
(22,640)
(14,700)
(454)
1,411
(235,016)
—
(61,731)
528,334
466,603
See accompanying notes to consolidated financial statements
F-6
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands)
Common Stock and
Additional Paid-in-
Capital
Common Stock
Held
in Treasury
Shares
Amount
Shares
Amount
Accumulated
Other
Comprehensive
Income
Retained
Earnings
Net
Microchip
Technology
Stockholders'
Equity
Noncontrolling
Interests
Total
Equity
218,790
$1,255,823
22,317
$(682,220) $
6,935
$ 1,352,932
$
1,933,470
$
— $1,933,470
—
—
—
—
4,161
60,086
(631)
(22,640)
—
—
—
—
—
—
—
—
(3,530)
(104,838)
(3,530)
104,838
—
—
—
1,411
54,941
—
—
—
—
—
—
—
—
395,281
395,281
(5,884)
—
—
—
—
—
—
—
—
—
—
—
—
(5,884)
60,086
(22,640)
—
1,411
54,941
(281,204)
(281,204)
—
—
—
—
—
—
—
—
395,281
(5,884)
60,086
(22,640)
—
1,411
54,941
(281,204)
218,790
1,244,783
18,787
(577,382)
1,051
1,467,009
2,135,461
— 2,135,461
—
—
—
—
—
—
—
—
—
345
2,503
34,369
(426)
(19,504)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,077)
(61,703)
(2,077)
61,703
—
—
1,220
56,687
—
1,622
—
(606,926)
—
—
348,824
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,616
—
(591)
—
—
—
—
—
—
—
—
—
—
—
52,467
52,467
369,009
369,009
(3,684)
365,325
10,616
—
(866)
240
9,750
240
(246)
(31,849)
(32,095)
34,369
(19,504)
—
1,220
56,687
64
—
—
—
—
34,433
(19,504)
—
1,220
56,687
1,622
—
1,622
(606,926)
—
(606,926)
—
—
—
—
—
—
—
—
—
—
—
348,824
(286,478)
(286,478)
—
—
348,824
(286,478)
218,790
999,717
16,710
(515,679)
11,076
1,549,540
2,044,654
16,372
2,061,026
—
—
—
—
—
(1,611)
—
—
—
—
—
—
—
324,132
324,132
(207)
323,925
(14,158)
(275)
—
—
(14,158)
—
(14,158)
(1,886)
(16,165)
(18,051)
F-7
Balance at April 1,
2013
Net income
Other comprehensive
loss
Proceeds from sales of
common stock through
employee equity
incentive plans
Restricted stock unit
and stock appreciation
right withholdings
Treasury stock used for
new issuances
Tax benefit from equity
incentive plans
Share-based
compensation
Cash dividend
Balance at March 31,
2014
Acquisition of
controlling interest in
ISSC
Net income (loss)
Other comprehensive
income
Other
Purchase of additional
shares from
noncontrolling interest
Proceeds from sales of
common stock through
employee equity
incentive plans
Restricted stock unit
and stock appreciation
right withholdings
Treasury stock used for
new issuances
Tax benefit from equity
incentive plans
Share-based
compensation
Non-cash
consideration,
exchange of employee
stock awards -
Supertex acquisition
Convertible Debt -
retirement of 2037
debentures
Convertible Debt -
issuance of 2025
debentures
Cash dividend
Balance at March 31,
2015
Net income (loss)
Other comprehensive
loss
Purchase of additional
shares from
noncontrolling interest
Common Stock and
Additional Paid-in-
Capital
Common Stock
Held
in Treasury
Shares
Amount
Shares
Amount
Accumulated
Other
Comprehensive
Income
Retained
Earnings
Net
Microchip
Technology
Stockholders'
Equity
Noncontrolling
Interests
Total
Equity
8,627
369,054
—
369,054
—
369,054
Issuance of common
stock - Micrel
acquisition
Non-cash
consideration,
exchange of employee
stock awards - Micrel
Purchase of treasury
stock
Proceeds from sales of
common stock through
employee equity
incentive plans
Restricted stock unit
and stock appreciation
right withholdings
Treasury stock used for
new issuances
Tax benefit from equity
incentive plans
Share-based
compensation
Cash dividend
Balance at March 31,
2016
—
—
—
—
4,052
—
— 8,627
(363,829)
2,491
28,718
(489)
(21,720)
—
—
—
—
(2,002)
(59,442)
(2,002)
59,442
—
—
—
(567)
73,556
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,052
(363,829)
28,718
(21,720)
—
(567)
73,556
(291,087)
(291,087)
—
—
—
—
—
—
—
—
4,052
(363,829)
28,718
(21,720)
—
(567)
73,556
(291,087)
227,417
$1,391,757
23,335
$(820,066) $
(3,357) $ 1,582,585
$
2,150,919
$
— $2,150,919
See accompanying notes to consolidated financial statements
F-8
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Microchip develops, manufactures and sells specialized semiconductor products used by its customers for a wide variety of
embedded control applications. Microchip's product portfolio comprises general purpose and specialized 8-bit, 16-bit, and 32-
bit microcontrollers, a broad spectrum of high-performance linear, mixed-signal, power management, thermal management, RF,
timing, safety, security, wired connectivity and wireless connectivity devices, as well as serial EEPROMs, Serial Flash
memories, Parallel Flash memories and serial SRAM memories. Microchip also licenses Flash-IP solutions that are
incorporated in a broad range of products.
Principles of Consolidation
The consolidated financial statements include the accounts of Microchip Technology Incorporated and its majority-owned
subsidiaries (Microchip or the Company). The Company owned 100% of the outstanding stock in all of its subsidiaries as of
March 31, 2016. As further discussed in Note 2, the Company did not hold 100% of the outstanding common stock of ISSC
Technologies Corporation (ISSC) for a period through June 30, 2015. The noncontrolling interest in the Company's net income
from ISSC has been excluded from net income attributable to the Company in the Company's consolidated statements of
income. 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 or determinable pricing and when collectability is reasonably assured. The Company
recognizes revenue from product sales to original equipment manufacturers (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. Revenue is recognized when the distributor sells the
product to their end customer, at which time the sales price becomes fixed or determinable. Revenue is not recognized upon
the Company's shipment to the distributors since, due to discounts from list price as well as price protection rights, the sales
price is not substantially fixed or determinable at that time. At the time of shipment to these distributors, the Company records
a trade receivable for the selling price as there is a legally enforceable right to payment, relieves inventory for the carrying
value of goods shipped since legal title has passed to the distributor, and records the gross margin in deferred income on
shipments to distributors on its consolidated balance sheets.
Deferred income on shipments to distributors effectively represents gross margin on the sale to the distributor at the initial
shipment date; however, the amount of gross margin recognized by the Company in future periods will be less than the deferred
margin as a result of credits granted to distributors on specifically identified products and customers to allow the distributors to
earn a competitive gross margin on the sale of the Company's products to their end customers and price protection concessions
related to market pricing conditions.
The Company sells the majority of the items in its product catalog to its distributors worldwide at a uniform list
price. However, distributors resell the Company's products to end customers at a very broad range of individually negotiated
price points. The majority of the Company's distributors' resales require a reduction from the original list price paid. Often,
under these circumstances, the Company remits back to the distributor a portion of their original purchase price after the resale
transaction is completed in the form of a credit against the distributors' outstanding accounts receivable balance. 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 price reductions vary significantly based on the customer, product, quantity ordered, geographic location and
other factors and discounts to a price less than the Company's cost have historically been rare. 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. Thus, a portion of the
"deferred income on shipments to distributors" balance represents the amount of distributors' original purchase price that will
be credited back to the distributor in the future. The wide range and variability of negotiated price concessions granted to
distributors does not allow the Company to accurately estimate the portion of the balance in the deferred income on shipments
F-9
to distributors account that will be credited back to the distributors. Therefore, the Company does not reduce deferred income
on shipments to distributors or accounts receivable by anticipated future price concessions; rather, price concessions are
recorded against deferred income on shipments to distributors when incurred, which is generally at the time the distributor sells
the product.
At March 31, 2016, the Company had approximately $267.2 million of deferred revenue and $83.8 million in deferred cost
of sales recognized as $183.4 million of deferred income on shipments to distributors. At March 31, 2015, the Company had
approximately $260.9 million of deferred revenue and $94.8 million in deferred cost of sales recognized as $166.1 million of
deferred income on shipments to distributors. The deferred income on shipments to distributors that will ultimately be
recognized in the Company's income statement will be lower than the amount reflected on the balance sheet due to price credits
to be granted to the distributors when the product is sold to their customers. These price credits historically have resulted in the
deferred income approximating the overall gross margins that the Company recognizes in the distribution channel of its
business.
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 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 immediate revenue impact from the price protection, as it is reflected as a reduction of the deferred
income on shipments to distributors' balance.
Products returned by distributors and subsequently scrapped have historically been immaterial to the Company's
consolidated results of operations. The Company routinely evaluates the risk of impairment of the deferred cost of sales
component of the deferred income on shipments to distributors' account. Because of the historically immaterial amounts of
inventory that have been scrapped, and historically rare instances where discounts given to a distributor result in a price less
than the Company's cost, the Company believes the deferred costs have a low risk of material impairment.
Shipping charges billed to customers are included in net sales, and the related shipping costs are included in cost of sales.
The Company collects and remits certain sales-related taxes on sales of inventory and reports such amounts under the net method
in its consolidated statements of income.
For licenses or other technology arrangements without an upgrade period, non-royalty revenue from the license is
recognized upon delivery of the technology if the fee is fixed or determinable and collection of the fee is reasonably
assured. Royalties are recognized when reported to the Company, which generally coincides with the receipt of payment. In
certain limited circumstances, the Company enters into license and other arrangements for technologies that the Company is
continuing to enhance and refine or under which it is obligated to provide unspecified enhancements. Under these
arrangements, non-royalty revenue is recognized over the lesser of (1) the estimated period that the Company has historically
enhanced and developed refinements to the specific technology, typically one to three years (the "upgrade period"), and (2) the
remaining portion of the upgrade period after the date of delivery of all specified technology and documentation, provided that
the fee is fixed or determinable and collection of the fee is reasonably assured. Royalties received during the upgrade period
are recognized as revenue based on an amortization calculation of the elapsed portion of the upgrade period compared to the
entire estimated upgrade period. Royalties received after the upgrade period has elapsed are recognized when reported to the
Company, which generally coincides with the receipt of payment.
Product Warranty
The Company typically warrants its products against defects in materials and workmanship and non-conformance to
specifications for 12 to 24 months. The majority of the Company's product warranty claims are settled through the return of the
defective product and the shipment of replacement product. Warranty returns are included within the Company's allowance for
returns, which is based on historical return rates. Actual future returns could differ from the allowance established. In addition,
the Company accrues a liability for specific warranty costs expected to be settled other than through product return and
replacement, if a loss is probable and can be reasonably estimated. Product warranty expenses during fiscal 2016, 2015, and
2014 were immaterial.
Advertising Costs
The Company expenses all advertising costs as incurred. Advertising costs were immaterial for the fiscal years ended
March 31, 2016, 2015 and 2014.
F-10
Research and Development
Research and development costs are expensed as incurred. Assets purchased to support the Company's ongoing research
and development activities are capitalized when related to products which have achieved technological feasibility or that have
alternative future uses and are amortized over their estimated useful lives. Research and development expenses include
expenditures for labor, share-based payments, 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
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 (expense) in the consolidated statements of income. 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. For a portion of fiscal
2015, certain foreign subsidiaries acquired as part of the Company's acquisition activities had the local currency as the
functional currency. Once these entities were integrated into the Company's legal structure and intercompany agreements were
executed, the U.S. dollar became the functional currency for such entities.
Income Taxes
The Company provides for income taxes in accordance with principles contained in ASC Topic 740, Income Taxes. Under
these principles, the Company recognizes the amount of income tax payable or refundable for the current year and deferred tax
assets and liabilities for the future tax consequences of events that have been recognized in its consolidated financial statements
or tax returns.
Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in earnings in the period when the new rate is enacted. Deferred tax assets are evaluated for future realization and
reduced by a valuation allowance if it is more likely than not that a portion will not be realized. In assessing whether it is more
likely than not that deferred tax assets will be realized, the Company considers all available evidence, both positive and
negative, including its recent cumulative earnings experience and expectations of future available taxable income of the
appropriate character by taxing jurisdiction, tax attribute carry back and carry forward periods available to them for tax
reporting purposes, and prudent and feasible tax planning strategies.
The Company measures and recognizes the amount of tax benefit that should be recorded for financial statement purposes
for uncertain tax positions taken or expected to be taken in a tax return. With respect to uncertain tax positions, the Company
evaluates the recognized tax benefits for de-recognition, classification, interest and penalties, interim period accounting and
disclosure requirements. Judgment is required in assessing the future tax consequences of events that have been recognized in
its consolidated financial statements or tax returns.
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.
Available-for-Sale Investments
The Company classifies its investments in debt and marketable equity securities as available-for-sale based upon
management's intent with regard to the investments and the nature of the underlying securities.
The Company's available-for-sale investments consist of government agency bonds, municipal bonds, auction rate
securities (ARS), corporate bonds and marketable equity securities. The Company's investments are carried at fair value with
unrealized gains and losses reported in stockholders' equity unless losses are considered to be other than temporary
impairments in which case the losses are recognized through the statement of income. 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 available-for-sale debt securities sold is calculated using the first-in, first-out (FIFO) basis at the individual security
level for sales from multiple lots. For sales of marketable equity securities, the Company uses an average cost basis at the
individual security level.
F-11
The Company includes within short-term investments its income yielding available-for-sale securities that can be readily
converted to cash and includes within long-term investments those income yielding available-for-sale securities with maturities
of over one year that have unrealized losses attributable to them or those that cannot be readily liquidated. Except as discussed
in Note 4, the Company intends and has the ability to hold its long-term investments with temporary impairments until such
time as these assets are no longer impaired. Such recovery of unrealized losses is not expected to occur within the next year.
Derivative Instruments
Derivative instruments are required to be recorded at fair value as either assets or liabilities in the Company's consolidated
balance sheet. The Company's accounting policies for derivative instruments depends on whether the instrument has been
designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.
The Company does not apply hedge accounting to foreign currency forward contracts. Gains and losses associated with
currency rate changes on forward contracts are recorded currently in income. These gains and losses have been immaterial to
the Company's financial statements.
Interest rate derivative instruments designated as fair value hedges are designed to manage the exposure to interest rate
movements and to reduce borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements, the
Company agrees to exchange, at specified intervals, the difference between the fixed and floating interest amounts calculated
by reference to an agreed-upon notional principal amount. For derivative instruments that are designated and qualify as fair
value hedges, the gain or loss on the derivatives as well as the offsetting gain or loss on the hedged item attributable to the
hedged risk are recognized in earnings. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a
derivative is no longer expected to be highly effective, hedge accounting is discontinued. In February 2016, the Company
terminated its interest rate derivative instruments.
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 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. Estimates for projected 12-month demand are generally based
on the average shipments of the prior three-month period, which are then annualized to adjust for any potential seasonality in
the Company's business. The estimated 12-month demand is compared to the Company's most recently developed sales
forecast to further reconcile the 12-month demand estimate. Management reviews and adjusts the estimates as appropriate
based on specific situations. For example, demand can be adjusted up for new products for which historic sales are not
representative of future demand. Alternatively, demand can be adjusted down to the extent any existing products are being
replaced or discontinued.
In periods where the Company's production levels are substantially below normal operating capacity, unabsorbed overhead
production costs associated with the reduced production levels of the Company's manufacturing facilities are charged directly
to cost of sales.
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 10 to 40 years
F-12
for buildings and building improvements and 3 to 7 years for machinery and equipment. 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.
Senior and Junior Subordinated Convertible Debentures
The Company separately accounts for the liability and equity components of its senior and junior subordinated convertible
debentures in a manner that reflects its nonconvertible debt (unsecured debt) borrowing rate when interest cost is
recognized. This results in a bifurcation of a component of the debt, classification of that component in equity and the
accretion of the resulting discount on the debt to be recognized as part of interest expense in its consolidated statements of
income. Lastly, the Company includes the dilutive effect of the shares of its common stock issuable upon conversion of the
outstanding senior and junior subordinated convertible debentures in its diluted income per share calculation regardless of
whether the market price triggers or other contingent conversion features have been met. The Company applies the treasury
stock method as it has the intent and ability to settle the principal amounts of the senior and junior subordinated convertible
debentures in cash. This method results in incremental dilutive shares when the average market value of the Company's
common stock for a reporting period exceeds the conversion prices per share which were $66.05 and $24.31 for the senior and
junior subordinated convertible debentures, respectively, at March 31, 2016 and adjust as dividends are recorded in the future.
Upon a de-recognition event, the Company estimates the fair value of the liability component and compares that to the
carrying amount in order to calculate the appropriate amount of gain or loss. The remaining amounts paid or issued (in the case
of non cash consideration in the form of shares of common stock) are recognized as a reduction of additional paid-in-capital.
The fair value of the liability component is estimated using the current comparable borrowing rate for an otherwise identical
non-convertible debt instrument.
Litigation
The Company's estimated range of liability related to pending litigation is based on claims that management believes a loss
is probable and for which an amount or range of loss is estimable.
In the event that a probable loss cannot be reasonably estimated, the Company does not accrue for such losses.
Management makes a determination as to when a potential loss is reasonably possible based on relevant accounting literature
and then includes appropriate disclosure of the contingency. As the Company continues to monitor litigation matters, whether
deemed material as of March 31, 2016 or not, its determination could change, and the Company may decide, at some future
date, to establish an appropriate reserve.
Business Combinations
All of the Company's business combinations are accounted for at fair value under the acquisition method of accounting.
Under the acquisition method of accounting, (i) acquisition-related costs, except for those costs incurred to issue debt or equity
securities, will be expensed in the period incurred; (ii) non-controlling interests will be valued at fair value at the acquisition
date; (iii) in-process research and development will be recorded at fair value as an intangible asset at the acquisition date and
amortized once the technology reaches technological feasibility; (iv) restructuring costs associated with a business combination
will be expensed subsequent to the acquisition date; and (v) changes in deferred tax asset valuation allowances and income tax
uncertainties after the acquisition date will be recognized through income tax expense or directly in contributed capital. The
measurement of fair value of assets acquired and liabilities assumed requires significant judgment. The valuation of intangible
assets and acquired investments, in particular, requires that the Company use valuation techniques such as the income
approach. The income approach includes the use of a discounted cash flow model, which includes discounted cash flow
scenarios and requires the following significant estimates: revenue, expenses, capital spending and other costs, and discount
rates based on the respective risks of the cash flows. The valuation of non-marketable equity investments acquired also takes
into account variables such as conditions reflected in the capital markets, recent financing activity by the investees, the
investees' capital structure and the terms of the investees' issued interests.
Goodwill and Other Intangible Assets
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 impairment review annually, and more
frequently under certain circumstances. The goodwill is subjected to this annual impairment test during the fourth quarter of
the Company's fiscal year. The Company engages primarily in the development, manufacture and sale of semiconductor
products as well as technology licensing. As a result, the Company concluded there are two reporting units, semiconductor
F-13
products and technology licensing. Under the qualitative goodwill impairment assessment standard, management evaluates
whether it is more likely than not that goodwill is impaired. If it is determined that it is more likely than not, the Company
proceeds with the next step of the impairment test, which 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 its results of operation. Through March 31, 2016, the Company has not had impaired goodwill. The
Company's other intangible assets represent existing technologies, core and developed technology, in-process research and
development, trademarks and trade names, and customer-related intangibles. Other intangible assets are amortized over their
respective estimated lives, ranging from one year to ten years. In the event that facts and circumstances indicate intangibles or
other long-lived assets may be impaired, the Company evaluates the recoverability and estimated useful lives of such assets.
In-process research and development is capitalized until such time the related projects are completed or abandoned at which
time the capitalized amounts will begin to be amortized or written off.
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 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
employee stock purchase plans for eligible employees.
The Company estimates 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 straight-line 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.
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 purchase plans. 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 expected terms of the Company's awards. The dividend yield assumption is based on the Company's history and
expectation of future dividend payouts. The Company estimates the number of share-based awards which will be forfeited due
to employee turnover. Quarterly changes in the estimated forfeiture rate would affect share-based compensation, as the impact
on prior period amortization for all unvested awards 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 the
Company's results of operations. The effect of forfeiture adjustments in the years ended March 31, 2016, 2015 and 2014 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
F-14
accelerate or increase 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.
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. Investments in debt securities with original maturities of greater than six months
consist primarily of AAA and AA rated financial instruments and counterparties. The Company's investments are primarily in
direct obligations of the U.S. government or its agencies, corporate bonds, and municipal bonds.
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 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, as
deemed necessary, may require collateral, primarily letters of credit.
Distributor advances, included in deferred income on shipments to distributors in the consolidated balance sheets, totaled
$102.9 million at March 31, 2016 and $116.0 million at March 31, 2015. On sales to distributors, the Company's payment
terms generally require the distributor to settle amounts owed to the Company for an amount in excess of their ultimate
cost. The Company's sales price to its distributors may be higher than the amount that the distributors will ultimately owe the
Company because distributors often negotiate price reductions after purchasing the product from the Company and such
reductions are often significant. It is the Company's practice to apply these negotiated price discounts to future purchases,
requiring the distributor to settle receivable balances, on a current basis, generally within 30 days, for amounts originally
invoiced. This practice has an adverse impact on the working capital of the Company's distributors. As such, the Company has
entered into agreements with certain distributors whereby it advances cash to the distributors to reduce the distributor's working
capital requirements. These advances are reconciled at least on a quarterly basis and are estimated based on the amount of
ending inventory as reported by the distributor multiplied by a negotiated percentage. Such advances have no impact on
revenue recognition or the Company's consolidated statements of income. The Company processes discounts taken by
distributors against its deferred income on shipments to distributors' balance and trues-up the advanced amounts generally after
the end of each completed fiscal quarter. The terms of these advances are set forth in binding legal agreements and are
unsecured, bear no interest on unsettled balances and are due upon demand. The agreements governing these advances can be
canceled by the Company at any time.
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 its consolidated financial statements in conformity
with U.S. Generally Accepted Accounting Principles. Actual results could differ from those estimates.
Business Segments
Operating segments are components of an enterprise about which separate financial information is regularly reviewed by
the chief operating decision maker(s) ("CODM") to assess the performance of the component and make decisions about the
resources to be allocated to the component. The Company's Chairman and Chief Executive Officer and the Company's
President and Chief Operating Officer have been identified as the CODMs as they jointly manage the Company's worldwide
consolidated enterprise. Based on the Company's structure and manner in which the Company is managed and decisions are
made, the Company's business is made up of two operating segments, semiconductor products and technology licensing.
In the semiconductor products segment, the Company designs, develops, manufactures and markets microcontrollers,
development tools and analog, interface, mixed signal and timing products. Under the leadership of the CODMs, the Company
is structured and organized around standardized roles and responsibilities based on product groups and functional activities.
The Company's product groups are responsible for product research, design and development. The Company's functional
activities include sales, marketing, manufacturing, information technology, human resources, legal and finance.
The Company's product groups have similar products, production processes, types of customers and methods for
distribution. In addition, the tools and technologies used in the design and manufacture of the Company's products are shared
among the various product groups. The Company's product group leaders, under the direction of the CODMs, define the
product roadmaps and team with sales personnel to achieve design wins and revenue and other performance targets. Product
group leaders also interact with manufacturing and operational personnel who are responsible for the production, prioritization
and planning of the Company's manufacturing capabilities to help ensure the efficiency of the Company's operations and
F-15
fulfillment of customer requirements. This centralized structure supports a global operating strategy in which the CODMs
assess performance and allocate resources based on the Company's consolidated results.
Recently Issued Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09-Revenue from Contracts with Customers (Topic 606), which will supersede
nearly all existing revenue recognition guidance under US GAAP. The standard's core principle is that a company will
recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to
which the company expects to be entitled in exchange for those goods or services. In July 2015, the FASB delayed the
effective date of the new standard by one year to December 15, 2017, for annual and interim reporting periods beginning after
that date. In accordance with the delay, the new standard will be effective for the Company beginning no later than April 1,
2018. Early adoption is permitted, but not before the original effective date of December 15, 2016. The new standard allows
for the amendment to be applied either retrospectively to each prior reporting period presented or retrospectively as a
cumulative-effect adjustment as of the date of adoption. In March 2016, the FASB issued ASU 2016-08 - Revenue from
Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which
clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10 -
Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies the
implementation guidance on identifying performance obligations. In May 2016, the FASB issued ASU 2016-12 - Revenue from
Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which addresses
implementation issues that were raised by stakeholders and discussed by the Revenue Recognition Transition Resource Group.
As described in the Company's significant accounting policies, the Company defers the revenue and cost of sales on shipments
to distributors until the distributor sells the product to their end customer. Upon adoption of ASU 2014-09, ASU 2015-14, ASU
2016-08, ASU 2016-10 and ASU 2016-12, the Company will no longer defer revenue until sale by the distributor to the end
customer, but rather, will be required to estimate the effects of returns and allowances provided to distributors and record
revenue at the time of sale to the distributor. The Company is currently evaluating the impact that the adoption of the standards
may have on its consolidated financial statements and additional changes may be identified. The Company has not elected a
transition method.
In April 2015, the FASB issued ASU 2015-03-Simplifying the Presentation of Debt Issuance Costs. This standard amends
existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying
amount of the related debt liability instead of as a deferred charge. ASU 2015-03 is effective for annual periods, and interim
periods within those annual periods, beginning after December 15, 2015 and requires retrospective application. The Company
does not expect this standard to have a material impact on its consolidated financial statements.
In July 2015, the FASB issued ASU 2015-11-Simplifying the Measurement of Inventory. This standard requires that
entities measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the
ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is
effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016 and is applied
prospectively. Early adoption is permitted. The Company does not expect this standard to have a material impact on its
consolidated financial statements.
In September 2015, the FASB issued ASU 2015-16-Business Combinations (Topic 805), Simplifying the Accounting for
Measurement-Period Adjustments. This standard amends existing guidance to require acquiring entities in a business
combination to recognize measurement-period adjustments in the reporting period in which the adjustment amounts are
determined. The standard also requires entities to present separately on the face of the income statement (or disclose in the
notes to the financial statements) the amount of the adjustment reflected in the current period earnings, by line item, that would
have been recognized in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the
acquisition date. ASU 2015-16 is effective for annual periods, and interim periods within those annual periods, beginning after
December 15, 2015. Early adoption is permitted. The standard is to be applied prospectively to measurement-period
adjustments that occur after the effective date. The Company adopted this standard beginning in the second quarter of fiscal
2016 and the adoption of this standard did not have a material impact on its consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17-Income Taxes (Topic 740): Balance Sheet Classification of Deferred
Taxes. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be
classified as noncurrent on the balance sheet. The guidance is effective for annual periods, and interim periods within those
annual periods, beginning after December 15, 2016, with early adoption permitted. The new guidance was adopted by the
Company on a prospective basis in the third quarter for the fiscal year ended March 31, 2016. Prior period amounts in the
Company's consolidated balance sheet within this Annual Report on Form 10-K were not adjusted to conform to the new
F-16
accounting standard. The adoption of this accounting standard was not material to the Company's consolidated financial
statements.
In January 2016, the FASB issued ASU 2016-01-Financial Instruments - Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities. This standard addresses certain aspects of recognition,
measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for annual periods, and interim
periods within those annual periods, beginning after December 15, 2017. Early adoption is not permitted. The Company is
currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases. This standard requires lessees to recognize a lease liability and
a right-of-use asset on the balance sheet and aligns many of the underlying principles of the new lessor model with those in
Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. ASU 2016-02 is effective for annual
periods, and interim periods within those annual periods, beginning after December 15, 2018. The Company is currently
evaluating the impact the adoption of this standard will have on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation, Improvements to Employee Share-
Based payment Accounting (Topic 718). This standard is intended to provide simplification of the accounting for share-based
payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as
well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods, and interim periods within
those annual periods, beginning after December 15, 2016. The Company is currently evaluating the impact the adoption of this
standard will have on its consolidated financial statements.
2.
BUSINESS ACQUISITIONS
Acquisition of Micrel
On August 3, 2015, the Company acquired Micrel, a publicly traded company based in San Jose, California. The
Company paid an aggregate of approximately $430.0 million in cash and issued an aggregate of 8,626,795 shares of its
common stock to Micrel shareholders. The number of shares issued in the transaction was subsequently repurchased in the
open market during the year ended March 31, 2016. The total consideration transferred in the acquisition, including
approximately $4.1 million of non cash consideration for the exchange of certain share-based payment awards of Micrel for
stock awards of the Company, and approximately $13.1 million of cash consideration for the payout of vested employee stock
awards, was approximately $816.2 million. The Company financed the cash portion of the purchase price using borrowings
under its existing credit agreement. As a result of the acquisition, Micrel became a wholly owned subsidiary of the Company.
Micrel's business is to design, develop, manufacture and market a range of high-performance analog, power and mixed-signal
integrated circuits. Micrel's products address a wide range of end markets including industrial and automotive, wireline
communications, enterprise and cloud infrastructure and mobility. Micrel also manufactures custom analog and mixed-signal
circuits and provides wafer foundry services for customers which produce electronic systems utilizing semiconductor
manufacturing processes as well as micro-electrical mechanical system technologies. The Company's primary reason for this
acquisition was to expand the Company's range of solutions, products and capabilities by extending its served available market.
The acquisition was accounted for under the acquisition method of accounting, with the Company identified as the
acquirer, and the operating results of Micrel have been included in the Company's consolidated financial statements as of the
closing date of the acquisition. Under the acquisition method of accounting, the aggregate amount of consideration paid by the
Company was allocated to Micrel's net tangible assets and intangible assets based on their estimated fair values as of August 3,
2015. The excess of the purchase price over the value of the net tangible assets and intangible assets was recorded to goodwill.
The factors contributing to the recognition of goodwill were based upon the Company's conclusion that there are strategic and
synergistic benefits that are expected to be realized from the acquisition. The goodwill has been allocated to the Company's
semiconductor products reporting segment. None of the goodwill related to the Micrel acquisition is deductible for tax
purposes. The Company retained an independent third-party appraiser to assist management in its valuation; however, the
purchase price allocation has not been finalized. This could result in adjustments to the fair values of the assets acquired and
liabilities assumed, the useful lives of intangible assets, the residual amount allocated to goodwill and deferred income taxes
recognized. The preliminary allocation of the purchase price is based on the best estimates of management and is subject to
revision based on the final valuations and estimates of useful lives.
The table below represents the preliminary allocation of the purchase price, including adjustments to the purchase price
allocation from the originally reported figures at September 30, 2015, to the net assets acquired based on their estimated fair
values as of August 3, 2015, as well as the associated estimated useful lives of the acquired intangible assets at that date
(amounts in thousands):
F-17
Assets acquired
Cash and cash equivalents
Accounts receivable, net
Inventories
Prepaid expenses and other current assets
Property, plant and equipment, net
Goodwill
Purchased intangible assets
Other assets
Total assets acquired
Liabilities assumed
Accounts payable
Other current liabilities
Deferred tax liabilities
Long-term income tax payable
Other long-term liabilities
Total liabilities assumed
Purchase price allocated
Purchased Intangible Assets
Core/developed technology
In-process technology
Customer-related
Backlog
Total purchased intangible assets
Previously Reported
September 30, 2015
99,196
$
12,296
78,967
10,548
38,566
437,060
274,800
4,268
955,701
(11,068)
(30,241)
(88,796)
(9,239)
(127)
(139,471)
816,230
$
$
Adjustments
March 31, 2016
$
— $
1,800
(5,499)
104
—
3,932
(1,300)
—
(963)
—
(1,400)
761
1,602
—
963
— $
99,196
14,096
73,468
10,652
38,566
440,992
273,500
4,268
954,738
(11,068)
(31,641)
(88,035)
(7,637)
(127)
(138,508)
816,230
Useful Life
(in years)
10
10
5
1
August 3, 2015
(in thousands)
$
$
175,800
21,000
71,100
5,600
273,500
Purchased intangible assets include core and developed technology, in-process research and development, customer-related
intangibles and acquisition-date backlog. The estimated fair values of the core and developed technology and in-process
research and development were determined based on the present value of the expected cash flows to be generated by the
respective existing technology or future technology. The core and developed technology intangible assets are being amortized
commensurate with the expected cash flows used in the initial determination of fair value. In-process technology is capitalized
until such time as the related projects are completed or abandoned at which time the capitalized amounts will begin to be
amortized or written off.
Customer-related intangible assets consist of Micrel's contractual relationships and customer loyalty related to its
distributor and end-customer relationships, and the fair values of the customer-related intangibles were determined based on
Micrel's projected revenues. An analysis of expected attrition and revenue growth for existing customers was prepared from
Micrel's historical customer information. Customer relationships are being amortized in a manner consistent with the estimated
cash flows associated with the existing customers and anticipated retention rates. Backlog relates to the value of orders not yet
shipped by Micrel at the acquisition date, and the preliminary fair values were based on the estimated profit associated with
those orders. Backlog related assets are being recognized commensurate with recognition of the revenue for the orders on
which the backlog intangible assets were determined. Amortization expense associated with acquired intangible assets is not
deductible for tax purposes. Thus, approximately $99.7 million was established as a net deferred tax liability for the future
amortization of the intangible assets offset by $11.4 million of net deferred tax assets.
The amount of Micrel net sales included in the Company's consolidated statements of income for the year ended March 31,
2016 was approximately $116.4 million. The operations of Micrel were fully integrated into the Company's operations as of
November 1, 2015 and as such, cost of sales and operating expenses were no longer segregated as of that date.
F-18
The following unaudited pro-forma consolidated results of operations for the years ended March 31, 2016 and 2015
assume the Micrel acquisition occurred as of April 1, 2014. The pro-forma adjustments are mainly comprised of acquired
inventory fair value costs and amortization of purchased intangible assets. The pro-forma results of operations are presented
for informational purposes only and are not indicative of the results of operations that would have been achieved if the
acquisition had taken place on April 1, 2014 or of results that may occur in the future (amounts in thousands except per share
data):
Net sales
Net income
Basic earnings per share
Diluted earnings per share
Acquisition of ISSC
Year ended March 31,
2016
2015
$
$
$
$
2,283,517
365,654
1.80
1.68
$
$
$
$
2,352,727
278,673
1.39
1.25
On July 17, 2014, the Company acquired an 83.5% interest in Taiwan-based ISSC, a leading provider of low power
Bluetooth and advanced wireless solutions for the Internet of Things (IoT) market. The Company acquired the 83.5%
ownership interest through a tender offer process. After the completion of the tender offer, the Company continued to acquire
additional shares of ISSC, and as of June 30, 2015, the Company had completed the acquisition of 100% of the outstanding
shares of ISSC.
The acquisition was accounted for under the acquisition method of accounting. The table below represents the allocation
of the purchase price to the net assets acquired based on their estimated fair values as of July 17, 2014 as well as the associated
estimated useful lives of the acquired intangible assets at that date. The purchase price allocation was finalized as of June 30,
2015 (amounts in thousands):
Assets acquired
Cash and cash equivalents
Short-term investments
Accounts receivable, net
Inventories
Prepaid expenses and other current assets
Property, plant and equipment, net
Goodwill
Purchased intangible assets (1)
Other assets
Total assets acquired
Liabilities assumed
Accounts payable
Other current liabilities
Long-term income tax payable
Deferred tax liability
Other long-term liabilities
Total liabilities assumed
Net assets acquired including noncontrolling interest
Less: noncontrolling interest
Net assets acquired
F-19
June 30, 2015
15,120
27,063
8,792
16,542
2,501
2,637
154,788
147,800
1,370
376,613
(9,860)
(16,535)
(4,791)
(25,126)
(245)
(56,557)
320,056
(52,467)
267,589
$
$
(1) Purchased Intangible Assets
Core/developed technology
In-process technology
Customer-related
Backlog
Acquisition of Supertex
Useful Life
(in years)
10
10
3
1
July 17, 2014
(in thousands)
$
$
68,900
27,200
51,100
600
147,800
On April 1, 2014, the Company acquired Supertex Inc., a publicly traded company based in Sunnyvale, California.
Supertex is a leader in high voltage analog and mixed signal technologies, with a strong position in the medical, lighting and
industrial control markets.
The acquisition was accounted for under the acquisition method of accounting. The table below represents the allocation
of the purchase price to the net assets acquired based on their estimated fair values as of April 1, 2014 as well as the associated
estimated useful lives of the acquired intangible assets at that date. The purchase price allocation was finalized on March 31,
2015 (amounts in thousands):
Assets acquired
Cash and cash equivalents
Short-term investments
Accounts receivable, net
Inventories
Prepaid expenses
Deferred tax assets
Other current assets
Property, plant and equipment, net
Goodwill
Purchased intangible assets (1)
Other assets
Total assets acquired
Liabilities assumed
Accounts payable
Accrued liabilities
Long-term income tax payable
Deferred tax liability
Total liabilities assumed
Net assets acquired
(1) Purchased Intangible Assets
Core/developed technology
In-process technology
Customer-related
Backlog
March 31, 2015
14,790
140,984
7,047
27,630
1,493
2,456
12,625
15,679
143,160
89,600
325
455,789
(8,481)
(19,224)
(3,796)
(32,511)
(64,012)
391,777
April 1, 2014
(in thousands)
68,900
1,900
17,700
1,100
89,600
$
$
$
$
Useful Life
(in years)
10
10
2
1
F-20
3.
SPECIAL CHARGES
During fiscal 2016, the Company incurred special charges of $4.0 million comprised of $11.2 million related to severance,
office closing and other costs associated with the Company's acquisition activity and legal settlement costs of approximately
$4.3 million partially offset by special income of $11.5 million related to an insurance settlement for reimbursement of funds
Microchip previously paid to settle a lawsuit in the second quarter of fiscal 2013. During fiscal 2015 and fiscal 2014, the
Company incurred special charges of $2.8 million and $3.0 million, respectively, related to severance, office closing and other
costs associated with its acquisition activity.
4.
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, 2016 (amounts in
thousands):
Government agency bonds
Corporate bonds and debt
Marketable equity securities
Total
Available-for-sale Securities
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Adjusted
Cost
$
$
468,290
$
439
$
1,000
2,195
—
8
471,485
$
447
$
(99) $
—
—
(99) $
468,630
1,000
2,203
471,833
The following is a summary of available-for-sale securities at March 31, 2015 (amounts in thousands):
Available-for-sale Securities
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Adjusted
Cost
$
Government agency bonds
Municipal bonds
Auction rate securities
Time deposits (1)
Corporate bonds and debt
Marketable equity securities
Total
742,256
41,698
9,825
506
926,929
13,166
1,734,380
(1) Time deposits in various financial institutions with maturities greater than three months that will mature within one year.
741,780
41,552
9,825
506
924,818
1,362
1,719,843
(200) $
(9)
—
—
(265)
—
(474) $
676
155
—
—
2,376
11,804
15,011
$
$
$
$
$
At March 31, 2016, the Company's available-for-sale debt securities and marketable equity securities are presented on the
consolidated balance sheets as short-term investments of $353.3 million and long-term investments of $118.5 million. At
March 31, 2015, the Company’s available-for-sale debt securities and marketable equity securities are presented on the
consolidated balance sheets as short-term investments of $1,351.1 million and long-term investments of $383.3 million.
The Company sold available-for-sale investments for proceeds of $1,501.5 million, $273.9 million and $135.3 million
during the years ended March 31, 2016, 2015 and 2014, respectively. The Company sold available-for-sale investments during
the fourth quarter of fiscal 2016 to finance a portion of the purchase price of its Atmel acquisition which closed on April 4,
2016. The Company had net realized gains of $13.7 million and $18.5 million from sales of available-for-sale marketable
equity and debt securities during the years ended March 31, 2016 and 2015, respectively. The Company had no material
realized gains or losses from the sale of available-for-sale equity and debt securities during the year ended March 31, 2014.
The Company determines the cost of available-for-sale debt securities sold on a FIFO basis at the individual security level for
sales from multiple lots. For sales of marketable equity securities, the Company uses an average cost basis at the individual
security level. Gains and losses recognized in earnings are credited or charged to other income (expense) on the consolidated
statements of income.
F-21
At March 31, 2016, the Company's marketable equity securities consisted of an investment in Adesto Technologies
Corporation, which effected its initial public offering on the NASDAQ stock exchange on October 26, 2015. This investment
was previously classified as available-for-sale corporate debt as of March 31, 2015. At March 31, 2015, the Company's
marketable equity securities consisted of an investment in Hua Hong Semiconductor Limited (Hua Hong), which effected its
initial public offering on the Hong Kong stock exchange on October 15, 2014. The Company sold all of its remaining shares of
Hua Hong in the three months ended June 30, 2015.
The following tables show all investments in an unrealized loss position for which an other-than-temporary impairment has
not been recognized and the related gross unrealized losses and fair value, aggregated by investment category and length of
time that the individual securities have been in a continuous unrealized loss position (amounts in thousands):
Government agency bonds
Corporate bonds and debt
Total
Less than 12 Months
12 Months or Greater
Total
March 31, 2016
Fair Value
$ 148,562
—
$ 148,562
Unrealized
Loss
Fair Value
Unrealized
Loss
Fair Value
Unrealized
Loss
$
$
(99) $
—
(99) $
— $
1,000
1,000
$
— $ 148,562
—
1,000
— $ 149,562
$
$
(99)
—
(99)
Less than 12 Months
12 Months or Greater
Total
March 31, 2015
Government agency bonds
Municipal bonds
Corporate bonds and debt
Total
Fair Value
$ 162,948
13,318
163,095
$ 339,361
$
$
(142) $
(9)
(219)
(370) $
29,942
—
19,021
48,963
$
$
Unrealized
Loss
Fair Value
Unrealized
Loss
Fair Value
(58) $ 192,890
13,318
—
(46)
182,116
(104) $ 388,324
Unrealized
Loss
$
$
(200)
(9)
(265)
(474)
Management does not believe any of the unrealized losses represent an other-than-temporary impairment based on its
evaluation of available evidence as of March 31, 2016 and the Company's intent is to hold these investments until these assets
are no longer impaired. For those debt securities not scheduled to mature until after March 31, 2017, such recovery is not
anticipated to occur in the next year and these investments have been classified as long-term investments on the consolidated
balance sheet.
The amortized cost and estimated fair value of the available-for-sale securities at March 31, 2016, by contractual maturity,
excluding marketable equity securities of $2.2 million, which have no contractual 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.
Available-for-sale
Due in one year or less
Due after one year and through five years
Due after five years and through ten years
Due after ten years
Total
Adjusted
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
$
41,078
$
5
$
428,212
—
—
434
—
—
$
469,290
$
439
$
(5) $
(94)
—
—
(99) $
41,078
428,552
—
—
469,630
The amortized cost and estimated fair value of the available-for-sale securities at March 31, 2015, by maturity, excluding
marketable equity securities of $13.2 million and corporate debt of $6.2 million, which have no contractual maturity, are shown
below (amounts in thousands).
F-22
Available-for-sale
Due in one year or less
Due after one year and through five years
Due after five years and through ten years
Due after ten years
Total
5.
FAIR VALUE MEASUREMENTS
Adjusted
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
$
224,531
$
512
$
1,395,685
82,250
9,825
2,648
47
—
$
1,712,291
$
3,207
$
(34) $
(330)
(110)
—
(474) $
225,009
1,398,003
82,187
9,825
1,715,024
Accounting rules for fair value clarify that fair value is an exit price, representing the amount that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-
based measurement that should be determined based on assumptions that market participants would use in pricing an asset or
liability. As a basis for considering such assumptions, the Company utilizes a three-tier fair value hierarchy, which prioritizes
the inputs used in measuring fair value as follows:
Level 1-
Level 2-
Level 3-
Observable inputs such as quoted prices in active markets;
Inputs, other than the quoted prices in active markets, that are observable either directly or
indirectly; and
Unobservable inputs in which there is little or no market data, which require the reporting entity to
develop its own assumptions.
Marketable Debt Instruments
Marketable debt instruments include instruments such as corporate bonds and debt, government agency bonds, bank
deposits, municipal bonds, and money market mutual funds. When the Company uses observable market prices for identical
securities that are traded in less active markets, the Company classifies its marketable debt instruments as Level 2. When
observable market prices for identical securities are not available, the Company prices its marketable debt instruments using
non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar
instruments; or pricing models, such as a discounted cash flow model, with all significant inputs derived from or corroborated
with observable market data. Non-binding market consensus prices are based on the proprietary valuation models of pricing
providers or brokers. These valuation models incorporate a number of inputs, including non-binding and binding broker
quotes; observable market prices for identical or similar securities; and the internal assumptions of pricing providers or brokers
that use observable market inputs and, to a lesser degree, unobservable market inputs. The Company corroborates non-binding
market consensus prices with observable market data using statistical models when observable market data exists. The
discounted cash flow model uses observable market inputs, such as LIBOR-based yield curves, currency spot and forward
rates, and credit ratings.
Derivatives
The Company's derivative assets include interest rate swaps that are classified as Level 2 as the Company uses inputs other
than quoted prices that are observable for the assets. The Level 2 derivative assets are primarily valued using standard
calculations and models that use readily observable market data as their basis.
F-23
Assets Measured at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis at March 31, 2016 are as follows (amounts in thousands):
Assets
Cash and cash equivalents:
Money market mutual funds
Deposit accounts
Short-term investments:
Marketable equity securities
Corporate bonds and debt
Government agency bonds
Long-term investments:
Government agency bonds
Quoted Prices
in Active
Markets for
Identical
Instruments
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Balance
$
1,787,446
$
— $
— $
1,787,446
—
305,305
2,203
—
—
—
—
1,000
350,081
118,549
—
—
—
—
—
305,305
2,203
1,000
350,081
118,549
Total assets measured at fair value
$
1,789,649
$
774,935
$
— $
2,564,584
Assets measured at fair value on a recurring basis at March 31, 2015 are as follows (amounts in thousands):
Quoted Prices
in Active
Markets for
Identical
Instruments
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Balance
Assets
Cash and cash equivalents:
Money market mutual funds
Deposit accounts
Short-term investments:
Marketable equity securities
Corporate bonds and debt
Time deposits (1)
Government agency bonds
Municipal bonds
Long-term investments:
Corporate bonds and debt
Government agency bonds
Municipal bonds
Auction rate securities
Other assets
Derivative assets
$
279,833
$
— $
— $
—
327,982
—
—
—
—
—
—
6,190
—
—
9,825
279,833
327,982
13,166
756,664
506
549,737
30,981
170,265
192,519
10,717
9,825
—
756,664
506
549,737
30,981
164,075
192,519
10,717
—
13,166
—
—
—
—
—
—
—
—
—
Total assets measured at fair value
$
292,999
$
2,042,109
$
16,015
$
2,351,123
(1) Time deposits in various financial institutions with maturities greater than three months that will mature within one year.
There were no transfers between Level 1 and Level 2 during fiscal 2016 or fiscal 2015.
F-24
8,928
—
8,928
The following table presents a reconciliation for all assets measured at fair value on a recurring basis, excluding accrued
interest components, using significant unobservable inputs (Level 3) for the year ended March 31, 2016. There were no
changes in the fair value of these assets measured on a recurring basis during fiscal 2015 (amounts in thousands):
Year ended March 31, 2016
Balance at March 31, 2015
Total gains (losses) (realized):
Included in earnings
Purchases, sales, issuances, and settlements, net
Transfers out of Level 3
Balance at March 31, 2016
Auction Rate
Securities
Corporate
Debt
Total Gains
(Losses)
$
9,825
$
6,190
$
—
2,780
(12,605)
—
(3,995)
—
(2,195)
$
— $
— $
(1,215)
—
—
(1,215)
Transfers into or out of Level 3 are made if the inputs used in the financial models measuring the fair values of the assets
became unobservable or observable, respectively, in the current marketplace. During the year ended March 31, 2016, the
Company transferred $2.2 million of corporate debt assets out of Level 3 as the inputs used to value these assets became
observable in the current marketplace and are classified as Level 1 as of March 31, 2016. This transfer was effective on
October 26, 2015.
During the fourth quarter of fiscal 2016, the Company sold its ARS for proceeds of $12.6 million. At March 31, 2015, the
Company's ARS for which auctions were unsuccessful were made up of securities related to the insurance industry valued at
$9.8 million with a par value of $22.4 million. During the period the Company held the ARS, the Company estimated the fair
value of its ARS, which were classified as Level 3 securities, based on the following: (i) the underlying structure of each
security; (ii) the present value of future principal and interest payments discounted at rates considered to reflect current market
conditions; (iii) consideration of the probabilities of default, auction failure, or repurchase at par for each period; and (iv)
estimates of the recovery rates in the event of default for each security. The significant unobservable inputs used in the fair
value measurement of the ARS were estimated risk free discount rates, liquidity risk premium, and the liquidity horizon. The
risk free discount rate applied to these securities was 2.0% to 2.5% adjusted for the liquidity risk premium which ranged from
9.1% to 29.5%. The anticipated liquidity horizon ranged from 7 to 10 years.
Gains and losses recognized in earnings are credited or charged to other income (expense) on the consolidated statements
of income.
Assets Measured and Recorded at Fair Value on a Non-Recurring Basis
The Company's non-marketable equity, cost method investments, and non-financial assets, such as intangible assets, assets
held for sale and property, plant and equipment, are recorded at fair value on a non-recurring basis. These assets are subject to
fair value adjustments in certain circumstances, for example, when there is evidence of impairment.
The Company's non-marketable and cost method investments are monitored on a quarterly basis for impairment
charges. The fair values of these investments have been determined as Level 3 fair value measurements because the valuations
use unobservable inputs that require management's judgment due to the absence of quoted market prices. There were no
impairment charges recognized on these investments during the years ended March 31, 2016 or March 31, 2015. During the
year ended March 31, 2014, the Company recognized impairment charges of $0.7 million on these investments. These
investments are included in other assets on the consolidated balance sheets.
The fair value measurements related to the Company's non-financial assets, such as intangible assets, assets held for sale
and property, plant and equipment are based on available market prices at the measurement date based on transactions of
similar assets and third-party independent appraisals, less costs to sell where appropriate. The Company classifies these
measurements as Level 2.
6.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash equivalents approximates fair value because their maturity is less than three months.
Management believes the carrying amount of the equity and cost-method investments materially approximated fair value at
March 31, 2016 based upon unobservable inputs. The fair values of these investments have been determined as Level 3 fair
value measurements. The fair values of the Company's line of credit borrowings are estimated using discounted cash flow
F-25
analyses, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements and
approximate carrying value. Based on the borrowing rates currently available to the Company for bank loans with similar
terms and average maturities, the fair value of the Company's line of credit borrowings at March 31, 2016 approximated book
value and are considered Level 2 in the fair value hierarchy described in Note 5. The carrying amount of accounts receivable,
accounts payable and accrued liabilities approximates fair value due to the short-term maturity of the amounts and are
considered Level 2 in the fair value hierarchy.
Fair Value of Subordinated Convertible Debentures
The Company measures the fair value of its senior and junior subordinated convertible debentures for disclosure purposes.
These fair values are based on observable market prices for these debentures, which are traded in less active markets and are
therefore classified as a Level 2 fair value measurement, and exclude the impacts of derivative activity.
The carrying amounts and fair values of the Company’s senior and junior subordinated convertible debentures as of
March 31, 2016 and 2015 are as follows (amounts in thousands):
1.625% Senior Subordinated Convertible Debentures
2.125% Junior Subordinated Convertible Debentures
$
$
1,234,733
196,304
$
$
1,762,088
1,143,117
$
$
1,174,036
190,870
$
$
1,787,531
1,124,125
March 31, 2016
March 31, 2015
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
7.
ACCOUNTS RECEIVABLE
Accounts receivable consists of the following (amounts in thousands):
Trade accounts receivable
Other
Total accounts receivable, gross
Less allowance for doubtful accounts
Total accounts receivable, net
8.
INVENTORIES
March 31, 2016
March 31, 2015
$
$
289,013
$
3,710
292,723
2,540
290,183
$
269,844
6,714
276,558
2,621
273,937
The components of inventories consist of the following (amounts in thousands):
Raw materials
Work in process
Finished goods
Total inventories
March 31, 2016
March 31, 2015
$
$
12,179
208,283
86,353
306,815
$
$
13,263
197,565
68,628
279,456
Inventories are valued at the lower of cost or market using the first-in, first-out method. 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.
9.
ASSETS HELD FOR SALE
During the year ended March 31, 2015, the Company began to actively market real property it acquired in the Supertex
acquisition. As of March 31, 2015, the Company classified the property as held for sale on its consolidated balance sheet at its
fair value of approximately $14.0 million. The Company sold the property on July 22, 2015 for $14.3 million.
F-26
10. 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
Total property, plant and equipment, gross
Less accumulated depreciation and amortization
Total property, plant and equipment, net
March 31, 2016
March 31, 2015
$
$
63,907
$
458,379
1,645,617
99,370
2,267,273
1,657,877
609,396
$
55,624
434,403
1,576,074
76,315
2,142,416
1,560,844
581,572
Depreciation expense attributed to property, plant and equipment was $103.9 million, $97.3 million and $89.7 million for
the fiscal years ending March 31, 2016, 2015 and 2014, respectively.
11. NONCONTROLLING INTERESTS
The following table presents the changes in the components of noncontrolling interests for the years ended March 31, 2016
and March 31, 2015 (amounts in thousands):
Balance at March 31, 2014
Additions due to acquisition of controlling interest in ISSC
Net loss attributable to noncontrolling interests
Other comprehensive loss attributable to noncontrolling interests
Purchase of additional interests
Other
Balance at March 31, 2015
Net loss attributable to noncontrolling interests
Purchase of additional interests
Balance at March 31, 2016
Noncontrolling Interests
$
$
—
52,467
(3,684)
(866)
(31,849)
304
16,372
(207)
(16,165)
—
The following table presents the effect of changes in the Company's ownership interest in ISSC on the Company's
stockholders' equity (amounts in thousands):
Year ended March 31,
2016
2015
Net income attributable to Microchip Technology stockholders
(Decrease) increase in paid-in capital for purchase of additional interests
Increase in paid-in capital for converted stock options
Net transfers (to) from noncontrolling interest
Change from net income attributable to Microchip Technology stockholders and
transfers (to) from noncontrolling interest
$
$
324,132
(1,611)
—
(1,611)
$
369,009
345
1,094
1,439
322,521
$
370,448
The Company acquired the remaining noncontrolling interest in ISSC during the first quarter of fiscal 2016.
F-27
12.
INTANGIBLE ASSETS AND GOODWILL
Intangible assets consist of the following (amounts in thousands):
Core and developed technology
Customer-related
Trademarks and trade names
In-process technology
Distribution rights
Total
Core and developed technology
Customer-related
Trademarks and trade names
In-process technology
Distribution rights
Total
Gross
Amount
$
724,883
278,542
11,700
54,308
5,580
$ 1,075,013
Gross
Amount
549,415
262,769
13,180
67,142
5,580
898,086
$
$
March 31, 2016
Accumulated
Amortization Net Amount
469,423
$
78,211
4,129
54,308
278
606,349
(255,460) $
(200,331)
(7,571)
—
(5,302)
(468,664) $
$
March 31, 2015
Accumulated
Amortization Net Amount
360,266
$
70,486
6,201
67,142
322
504,417
(189,149) $
(192,283)
(6,979)
—
(5,258)
(393,669) $
$
The Company amortizes intangible assets over their expected useful lives, which range between 1 and 15 years. During
the year ended March 31, 2016, as a result of the acquisition of Micrel, the Company acquired $175.8 million of core and
developed technology which has a weighted average amortization period of 10 years, $71.1 million of customer-related
intangible assets which have a weighted average amortization period of 5 years, $5.6 million of intangible assets related to
backlog with an amortization period of 1 year and $21.0 million of in-process technology which has a weighted average
amortization period of 10 years and will begin amortization once the technology reaches technological feasibility. In fiscal
2016, $33.8 million of in-process technology reached technological feasibility and was reclassified as core and developed
technology and began being amortized over its estimated useful life.
The following is an expected amortization schedule for the intangible assets for fiscal 2017 through fiscal 2021, absent any
future acquisitions or impairment charges (amounts in thousands):
Year ending
March 31,
2017
2018
2019
2020
2021
Projected Amortization
Expense
$137,321
110,811
94,573
76,683
50,974
Amortization expense attributed to intangible assets was $179.3 million, $181.0 million and $99.4 million for fiscal years
2016, 2015 and 2014, respectively. In fiscal 2016, $3.6 million was charged to cost of sales and $175.7 million was charged to
operating expenses. In fiscal 2015, $3.8 million was charged to cost of sales and $177.2 million was charged to operating
expenses. In fiscal 2014, $4.7 million was charged to cost of sales and $94.7 million was charged to operating expenses. The
Company recognized impairment charges of $0.6 million, $1.9 million and $0.4 million in fiscal years 2016, 2015 and 2014,
respectively.
F-28
Goodwill activity for fiscal years 2016 and 2015 was as follows (amounts in thousands):
Balance at March 31, 2014
Additions due to the acquisition of Supertex
Additions due to acquisition of controlling interest in ISSC
Adjustments due to other acquisitions
Foreign currency translation adjustments
Balance at March 31, 2015
Additions due to the acquisition of Micrel
Adjustments due to the acquisition of ISSC
Balance at March 31, 2016
Semiconductor
Products
Reporting Unit
256,897
$
143,160
Technology
Licensing
Reporting Unit
19,200
$
—
154,399
624
(3,009)
552,071
440,992
389
$
993,452
$
—
—
—
19,200
—
—
19,200
At March 31, 2016, the Company applied a qualitative goodwill impairment screen to its two reporting units, concluding it
was not more likely than not that goodwill was impaired. Through March 31, 2016, the Company has never recorded an
impairment charge against its goodwill balance.
13.
INCOME TAXES
The income tax provision consists of the following (amounts in thousands):
Pretax Income:
U.S.
Foreign
Current expense (benefit):
U.S. Federal
State
Foreign
Total current
Deferred expense (benefit):
U.S. Federal
State
Foreign
Total deferred
Total
Year Ended March 31,
2015
2014
2016
$
$
$
$
$
$
(75,515) $
356,808
281,293
$
(944) $
346,851
345,907
$
28,245
404,109
432,354
(3,966) $
(188)
21,947
17,793
$
(3,185) $
(24)
16,602
13,393
$
992
64
30,697
31,753
(42,207) $
(1,990)
(16,228)
(60,425)
(42,632) $
(22,641) $
(1,562)
(8,608)
(32,811)
(19,418) $
14,445
929
(10,054)
5,320
37,073
The tax benefit associated with the Company's equity incentive plans reduced taxes currently payable by $0.8 million, $1.2
million and $1.4 million for the years ended March 31, 2016, 2015 and 2014, respectively. These amounts were credited to
additional paid-in capital in each of these fiscal years.
F-29
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
Research and development tax credits - current year
Research and development tax credits - prior years
Foreign income taxed at lower than the federal rate
Increases related to current and prior year tax positions
Decreases related to prior year tax positions (1)
Withholding taxes
Change in valuation allowance
Intercompany prepaid tax asset amortization
Other
Total
$
$
$
$
2016
Year Ended March 31,
2015
121,067
(20)
(9,703)
(1,789)
(106,939)
19,769
(33,100)
5,218
(14,286)
(1,089)
1,454
(19,418) $
98,453
(1,246)
(13,542)
(2,511)
(114,497)
14,462
(12,103)
5,970
(2,482)
(15,493)
357
(42,632) $
2014
151,324
686
(4,875)
1,600
(116,003)
16,809
(14,581)
6,212
—
—
(4,099)
37,073
(1) The release of prior year tax positions during fiscal 2016 increased each of the basic and diluted net income per common
share by $0.06. The release of prior year tax positions during fiscal 2015 increased the basic and diluted net income per
common share by $0.16 and $0.15, respectively. The release of prior year tax positions during fiscal 2014 increased each
of the basic and diluted net income per common share by $0.07.
The foreign tax rate differential benefit primarily relates to the Company's operations in Thailand, Cayman and Ireland.
The Company's Thailand manufacturing operations are currently subject to 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, however, the Company actively seeks to obtain new tax holidays. 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 derived from these tax holidays approximated $6.0 million, $12.4 million and $16.8 million in fiscal
2016, 2015 and 2014, respectively.
No U.S. income taxes have been provided on substantially all of the filing basis undistributed foreign earnings and profits
of approximately $3.4 billion as of March 31, 2016 since the Company has the ability and intent to permanently reinvest these
amounts. If such earnings were repatriated, additional tax expense may result, although the calculation of such additional taxes
is not practicable.
During the year ended March 31, 2016, the Company effectively settled several open tax positions related to the
examination of fiscal years 2012 and 2011 by the U.S. Internal Revenue Service (IRS). In addition, the Company benefited
from the expiration of the statute of limitations and other releases related to previously accrued tax reserves. The total tax
benefit associated with these items resulted in a reduction of income tax provision of approximately $12.1 million and a
decrease in the effective tax rate of 4.3% in fiscal 2016.
F-30
The tax effects of temporary differences that give rise to significant portions of the Company's 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
Capital loss carryforward
Share-based compensation
Income tax credits
Property, plant and equipment, principally due to differences in depreciation
Accrued expenses and other
Gross deferred tax assets
Valuation allowances
Deferred tax assets, net of valuation allowances
Deferred tax liabilities:
Convertible debentures
Other
Deferred tax liabilities
Net deferred tax liability
Reported as:
Current deferred tax assets
Non-current deferred tax assets
Non-current deferred tax liability
Net deferred tax liability
March 31,
2016
2015
$
12,642
34,830
12,082
63,209
5,707
31,410
100,294
16,262
7,559
283,995
(161,834)
122,161
(496,626)
(9,922)
(506,548)
(384,387) $
10,865
34,493
9,605
105,756
4,582
26,780
115,893
2,236
671
310,881
(116,482)
194,399
(493,897)
(10,649)
(504,546)
(310,147)
— $
14,831
(399,218)
(384,387) $
71,045
—
(381,192)
(310,147)
$
$
$
$
In addition to the deferred tax assets listed above, the Company has unrecorded tax benefits of $47.3 million attributable to
the difference between the amount of the financial statement expense and the allowable tax deduction associated with share-
based compensation. As a result of net operating loss (NOL) carryforwards, the Company was not able to recognize the excess
tax benefits of share-based compensation deductions because the deductions did not reduce income tax payable. Although not
recognized for financial reporting purposes, this unrecorded tax benefit is available to reduce future income and is incorporated
into the disclosed amounts of the Company's federal and state NOL carryforwards, discussed below. If subsequently realized,
the benefit will be recorded to contributed capital.
In assessing whether it is more likely than not that deferred tax assets will be realized, the Company considers all available
evidence, both positive and negative, including its recent cumulative earnings experience and expectations of future available
taxable income of the appropriate character by taxing jurisdiction, tax attribute carryback and carryforward periods available to
them for tax reporting purposes, and prudent and feasible tax planning strategies.
The Company had federal, state and foreign NOL carryforwards with an estimated tax effect of $99.5 million available at
March 31, 2016. The federal and state NOL carryforwards expire at various times between 2016 and 2035. The Company
believes that it is more likely than not that the benefit from certain foreign and state NOL carryforwards will not be realized. In
recognition of this risk, at March 31, 2016, the Company has provided a valuation allowance of $53.2 million. The Company
also has state tax credits with an estimated tax effect of $80.5 million available at March 31, 2016. These state tax credits
expire at various times between 2016 and 2036. The Company believes that it is more likely than not that the full benefit from
these state tax credits will not be realized, and therefore has provided a valuation allowance of $55.6 million. The Company
has capital loss carryforwards with an estimated tax effect of $5.7 million available at March 31, 2016. These capital loss
carryforwards begin to expire in 2020. The Company believes that it is more likely than not that the full benefit from these
capital losses will not be realized, and therefore has provided a valuation allowance of $5.7 million. The Company had U.S
foreign tax credits with an estimated tax effect of $25.8 million that expire at various times between 2016 and 2026. The
F-31
Company believes it is more likely than not that the benefit from these credits will not be fully realized and has provided a
valuation allowance of $25.2 million. At March 31, 2016, the Company had credits for increasing research activity in the
amount of $72.7 million that expire at various times between 2022 and 2036. At March 31, 2016, the Company had $4.3
million of alternative minimum tax credits that do not expire. In addition, the Company had $20.0 million of withholding tax
credits that expire at various times between 2022 and 2024 in foreign jurisdictions. The Company believes it is more likely
than not that the benefit from these credits will not be fully realized and has provided a valuation allowance of $20.0 million.
During the year ended March 31, 2016, the H.R. 2029 "Protecting Americans from Tax Hikes Act of 2015" was signed into
law which extended certain business tax provisions through December 31, 2019, including IRC section 954(c)(6) dealing with
the application of Subpart F to certain inter-company payments among controlled foreign corporations. The expiration of
section 954(c)(6) and the other expired provisions could have a material impact on the Company's consolidated results of
operations subsequent to the year ended March 31, 2020.
The Company recognizes interest and penalties related to unrecognized tax benefits through income tax expense. The
Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. The Company files U.S. federal, U.S.
state, and foreign income tax returns. For U.S. federal, and in general for U.S. state tax returns, the fiscal 2011 and later tax
years remain open for examination by tax authorities. The IRS is currently auditing Microchip's 2011 and 2012 tax years. For
foreign tax returns, the Company is generally no longer subject to income tax examinations for years prior to fiscal 2008.
Significant judgment is required in evaluating the Company's uncertain tax positions and determining its provision for
income taxes. Although the Company believes that it has appropriately reserved for its uncertain tax positions, no assurance
can be given that the final tax outcome of these matters will not be different than expectations. The Company will adjust these
reserves in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate, the
closing of a statutory audit period or changes in applicable tax law. To the extent that the final tax outcome of these matters is
different than the amounts recorded, such differences could impact the provision for income taxes in the period in which such
determination is made. The provision for income taxes includes the impact of reserve provisions and changes to the reserves
that are considered appropriate, as well as related net interest.
The Company recognizes liabilities for anticipated tax audit issues in the U.S. and other domestic and international tax
jurisdictions based on its estimate of whether, and the extent to which, additional tax payments are more likely than not. The
Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that
its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience
and interpretations of tax law applied to the facts of each matter.
The Company believes it maintains appropriate reserves to offset any potential income tax liabilities that may arise upon
final resolution of matters for open tax years. If such reserve amounts ultimately prove to be unnecessary, the resulting reversal
of such reserves could result in tax benefits being recorded in the period the reserves are no longer deemed necessary. If such
amounts 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. Although the timing of the resolution or closure of audits is highly uncertain, the Company does not
believe that it is reasonably possible that the unrecognized tax benefits would materially change in the next 12 months.
The following table summarizes the activity related to the Company's gross unrecognized tax benefits from April 1, 2013
to March 31, 2016 (amounts in thousands):
Beginning balance
Increases related to acquisitions
Decreases related to settlements with tax authorities
Decreases related to statute of limitation expirations
Increases related to current year tax positions
Increases related to prior year tax positions
Ending balance
$
$
F-32
$
$
Year Ended March 31,
2015
149,878
8,381
(20,197)
(9,031)
23,179
18,444
170,654
2016
170,654
46,245
(7,954)
(4,591)
16,315
—
220,669
$
$
2014
152,845
341
(15,016)
(4,069)
14,669
1,108
149,878
As of March 31, 2016, the Company had accrued approximately $2.4 million related to the potential payment of interest on
the Company's uncertain tax positions. As of March 31, 2015, the Company had accrued approximately $0.7 million related to
the potential payment of interest on the Company's uncertain tax positions. Interest was included in the provision for income
taxes. The Company has accrued for approximately $27.6 million in penalties related to its uncertain tax positions related to its
international locations as of March 31, 2016 and March 31, 2015. Interest and penalties charged or (credited) to operations
during the years ended March 31, 2016, 2015 and 2014 related to the Company's uncertain tax positions were $1.7 million,
$(1.8) million and $0.2 million, respectively. The increase related to prior year tax positions for March 31, 2015 related
primarily to a balance sheet reclassification from a valuation allowance to a reserve in the amount of $15.7 million.
14.
1.625% SENIOR SUBORDINATED CONVERTIBLE DEBENTURES
In February 2015, the Company issued $1,725.0 million principal amount of 1.625% senior subordinated convertible
debentures due February 15, 2025. The debentures are subordinated to the Company's senior debt, including amounts
borrowed under its amended credit facility, but are senior to the Company's outstanding 2.125% junior subordinated convertible
debentures. The debentures are convertible, subject to certain conditions, into cash, shares of the Company's common stock or
a combination thereof, at the Company's election, at an initial base conversion rate of 14.5654 shares of common stock per
$1,000 principal amount of debentures, representing an initial base conversion price of approximately $68.66 per share of
common stock. As a result of cash dividends paid since the issuance of the debentures, the conversion rate has been adjusted to
15.1396 shares of common stock per $1,000 of principal amount of debentures, representing a base conversion price of
approximately $66.05 per share of common stock. In addition, if at the time of conversion the applicable price of the
Company's common stock exceeds the base conversion price, the conversion rate will be increased by up to an additional initial
base conversion rate of 7.2827 shares of common stock per $1,000 principal amount of debentures, as determined pursuant to a
specified formula. As a result of cash dividends paid since the issuance of the debentures, the maximum number of additional
shares that may be issued if the stock price of the Company's common stock exceeds the base conversion price has been
adjusted to 7.5698 shares of common stock per $1,000 principal amount of debentures. However, in no event will the
conversion rate exceed 20.3915 (adjusted to 21.1954 as a result of cash dividends paid since the issuance of the debentures)
shares of common stock per $1,000 principal amount of debentures. The Company received net proceeds of approximately
$1,694.7 million from the issuance of its senior subordinated convertible debentures after deduction of issuance costs of
approximately $30.3 million. The $30.3 million in issuance costs was split between a debt component of $20.4 million and an
equity component of $9.9 million. The $20.4 million in debt issuance costs is recorded in other assets and is being amortized
using the effective interest method over the term of the debentures.
Prior to the close of business on the business day immediately preceding November 15, 2024, the debentures will be
convertible at the option of the debenture holders only upon the satisfaction of specified conditions and during certain periods.
Thereafter until close of business on the second scheduled trading day immediately preceding February 15, 2025, the
debentures will be convertible at the option of the debenture holders at any time regardless of these conditions. Accrued and
unpaid interest will be considered fully paid upon settlement of shares.
As the debentures can be settled in cash upon conversion, for accounting purposes, the debentures were bifurcated into a
liability component and an equity component, which are both initially recorded at fair value. The carrying value of the equity
component at March 31, 2016 and March 31, 2015 was $564.9 million. The estimated fair value of the liability component of
the debentures at the issuance date was $1,160.1 million resulting in a debt discount of $564.9 million. The unamortized debt
discount was $490.3 million at March 31, 2016 and $559.3 million at March 31, 2015. The remaining period over which the
unamortized debt discount will be recognized as non-cash interest expense is 8.87 years. In fiscal 2016, the Company
recognized $42.6 million in non-cash interest expense related to the amortization of the debt discount compared to $5.7 million
in fiscal 2015. The Company recognized $28.0 million of interest expense related to the 1.625% coupon on the debentures in
fiscal 2016 compared to $3.8 million in fiscal 2015. The effective interest rate of the debentures is 5.9%.
15.
2.125% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURES
In February 2015, the Company acquired $575.0 million in aggregate principal amount of its 2.125% junior subordinated
convertible debentures for an aggregate purchase price of $1,134.6 million, based on market value. The payment was allocated
between the liability ($238.3 million) and equity ($896.3 million) components of the convertible debentures, using the equivalent
rate that reflected the borrowing rate for a similar non-convertible debt prior to the retirement. The transaction resulted in a loss
on retirement of convertible debentures of approximately $50.6 million, which represented the difference between the fair value
of the liability component at time of repurchase and the sum of the carrying values of the debt component and any unamortized
debt issuance costs.
F-33
The Company's remaining $575.0 million principal amount of 2.125% junior subordinated convertible debentures due
December 15, 2037, are subordinated in right of payment to any future senior debt of the Company (including the Company's
senior subordinated convertible debentures) and are effectively subordinated in right of payment to the liabilities of the
Company's subsidiaries. The debentures are convertible, subject to certain conditions, into cash, shares of the Company's
common stock or a combination thereof, at the Company's election, at an initial conversion rate of 29.2783 shares of common
stock per $1,000 principal amount of debentures, representing an initial conversion price of approximately $34.16 per share of
common stock. As of March 31, 2016, the holders of the debentures had the right to convert their debentures between April 1,
2016 and June 30, 2016 because for at least 20 trading days during the 30 consecutive trading day period ending on March 31,
2016, the Company's common stock had a last reported sale price greater than 130% of the conversion price. As of March 31,
2016, the Company has classified the junior subordinated convertible debentures as long-term on the consolidated balance
sheets as the Company has the intent and ability to refinance the obligation on a long-term basis. As of March 31, 2016, a
holder could realize more economic value by selling its debentures in the over the counter market than from converting its
debentures. As a result of cash dividends paid since the issuance of the debentures, the conversion rate has been adjusted to
41.1350 shares of common stock per $1,000 of principal amount of debentures, representing a conversion price of
approximately $24.31 per share of common stock. The if-converted value of the debentures exceeded the principal amount by
$565.1 million at March 31, 2016. The debentures include a contingent interest mechanism that begins in December 2017.
The terms of the contingent interest include a 0.25% additional interest rate if the debentures are trading at less than $400 and a
0.5% additional interest rate if the debentures are trading at greater than $1,500. Based on the current trading price of the
debentures, the contingent interest rate beginning in December 2017 would be 0.5% of the average trading price.
As the debentures can be settled in cash upon conversion, for accounting purposes, the debentures were bifurcated into a
liability component and an equity component, which were both initially recorded at fair value. The carrying value of the equity
component at March 31, 2016 and March 31, 2015 was $411.2 million. The estimated fair value of the liability component of
the debentures at the issuance date was $163.8 million, resulting in a debt discount of $411.2 million. The unamortized debt
discount was $378.3 million at March 31, 2016 and $383.7 million at March 31, 2015. The remaining period over which the
unamortized debt discount will be recognized as non-cash interest expense is 21.75 years. In the years ended March 31, 2016,
2015 and 2014, the Company recognized $5.4 million, $9.1 million and $9.0 million, respectively, in non-cash interest expense
related to the amortization of the debt discount. The Company recognized $12.2 million, $22.8 million and $24.4 million of
interest expense related to the 2.125% coupon on the debentures in fiscal 2016, 2015 and 2014, respectively. The effective
interest rate of the debentures is 9.1%.
16. CREDIT FACILITY
In February 2015, the Company amended its existing $2.0 billion credit agreement by increasing the revolving credit
facility to $2.555 billion and removing the term loan portion of the agreement. The new credit agreement includes two
tranches. One tranche consists of bank commitments through February 2020 and another tranche consists of bank
commitments through June 2018, the maturity date of the original credit agreement. The increase option permitting the
Company, subject to certain requirements, to arrange with existing lenders or new lenders to provide up to an aggregate of $300
million in additional commitments, was also adjusted to $249.4 million. The credit agreement provides for a $125 million
foreign currency sublimit, a $25 million letter of credit sublimit and a $25 million swingline loan sublimit. The amended credit
agreement was accounted for as a modification and as such any remaining unamortized deferred costs associated with the prior
credit agreement was associated with the new agreement since the borrowing capacity was increased. At March 31, 2016,
$1,052.0 million of revolving credit facility borrowings were outstanding under the credit agreement compared to $462.0
million at March 31, 2015.
In December 2015, the Company secured additional revolving credit commitments of $219 million from various banks in
the February 2020 tranche under the increase option of the credit agreement, bringing its revolving credit facility to $2.774
billion. The remaining increase option was $30.4 million as of March 31, 2016.
In December 2015, the Company amended the Maximum Total Leverage Ratio in Section 6.11 of its existing credit
agreement to allow the Total Leverage Ratio to be temporarily increased to 5.00 to 1.00 for a period of four consecutive
quarters in conjunction with a Permitted Acquisition occurring during the first of the four quarters. The Total Leverage Ratio
then decreases to 4.75 to 1.00 for three consecutive quarters, finally returning to the stated 4.50 to 1.00 Total Leverage Ratio of
the credit agreement after a period of seven consecutive fiscal periods. The Company can elect to use this special feature, also
referred to as an Adjusted Covenant Period, no more than two times during the term of the credit agreement and also can
terminate an Adjusted Covenant Period earlier than the seven consecutive quarters allowed.
F-34
The loans under the credit agreement bear interest, at the Company's option, at the base rate plus a spread of 0.25% to
1.25% or an adjusted LIBOR rate (based on one, two, three, or six-month interest periods) plus a spread of 1.25% to 2.25%, in
each case with such spread being determined based on the consolidated leverage ratio for the preceding four fiscal quarters (in
the case of the 2018 tranche revolving loans) or the consolidated senior leverage ratio (in the case of the 2020 tranche revolving
loans). The base rate means the highest of JPMorgan Chase Bank, N.A.'s prime rate, the federal funds rate plus a margin equal
to 0.50% and the adjusted LIBOR rate for a 1-month interest period plus a margin equal to 1.00%. Swingline loans accrue
interest at a per annum rate based on the base rate plus the applicable margin for base rate loans. Base rate loans may only be
made in U.S. Dollars. The Company is also obligated to pay other customary administration fees and letter of credit fees for a
credit facility of this size and type.
Interest is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of an interest period
(or at each three-month interval in the case of loans with interest periods greater than three months) in the case of loans bearing
interest at the adjusted LIBOR rate. Interest expense related to the credit agreement was approximately $18.9 million in fiscal
2016, approximately $19.9 million in fiscal 2015 and approximately $14.6 million in fiscal 2014. Principal, together with all
accrued and unpaid interest, is due and payable on the respective tranche maturity date, which is June 27, 2018 and February 4,
2020. The weighted average interest rate on short-term borrowings outstanding at March 31, 2016 related to the credit
agreement was 1.94%. The Company also pays a quarterly commitment fee on the available but unused portion of its line of
credit which is calculated on the average daily available balance during the period. The Company may prepay the loans and
terminate the commitments, in whole or in part, at any time without premium or penalty, subject to certain conditions including
minimum amounts in the case of commitment reductions and reimbursement of certain costs in the case of prepayments of
LIBOR loans.
The Company's obligations under the credit agreement are guaranteed by certain of its subsidiaries meeting materiality
thresholds set forth in the credit agreement. To secure the Company's obligations under the credit agreement, the Company and
its domestic subsidiaries are required to pledge the equity securities of certain of their respective material subsidiaries, subject
to certain exceptions and limitations.
The credit agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the
Company and its subsidiaries' ability to, among other things, incur subsidiary indebtedness, grant liens, merge or consolidate,
dispose of assets, make investments, make acquisitions, enter into certain transactions with affiliates, pay dividends or make
distributions, repurchase stock, enter into restrictive agreements and enter into sale and leaseback transactions, in each case
subject to customary exceptions for a credit facility of this size and type. The Company is also required to maintain compliance
with consolidated senior and total leverage ratios and a consolidated interest coverage ratio. At March 31, 2016, the Company
was in compliance with these covenants.
The credit agreement includes customary events of default that include, among other things, non-payment defaults,
inaccuracy of representations and warranties, covenant defaults, cross default to material indebtedness, bankruptcy and
insolvency defaults, material judgment defaults, ERISA defaults and a change of control default. The occurrence of an event of
default could result in the acceleration of the obligations under the credit agreement. Under certain circumstances, a default
interest rate will apply on all obligations during the existence of an event of default under the credit agreement at a per annum
rate equal to 2.00% above the applicable interest rate for any overdue principal and 2.00% above the rate applicable for base
rate loans for any other overdue amounts.
17. CONTINGENCIES
In the ordinary course of the Company's business, the Company is involved in a limited number of legal actions, both as
plaintiff and defendant. Consequently, the Company could incur uninsured liability in any of those actions. The Company also
periodically receives notifications from various third parties alleging infringement of patents or other intellectual property
rights. With respect to pending legal actions to which the Company is a party, although the outcomes of these actions are
generally not determinable, the Company believes that the ultimate resolution of these matters will not harm its business and
will not have a material adverse effect on its financial position, cash flows or results of operations. However, if an unfavorable
ruling were to occur in any of the legal proceedings described in Note 28 or in other legal proceedings that were not deemed
material to the Company as of the date hereof, then such legal proceedings could have a material adverse effect on the
Company's financial position, cash flows or results of operations. Litigation relating to the semiconductor industry is not
uncommon, and the Company is, from time to time, subject to such litigation. As a result, no assurances can be given with
respect to the extent or outcome of any such litigation in the future.
F-35
The Company's technology license agreements generally include an indemnification clause that indemnifies the licensee
against liability and damages (including legal defense costs) arising from any claims of patent, copyright, trademark or trade
secret infringement by the Company's proprietary technology. The terms of these indemnification provisions approximate the
terms of the outgoing technology license agreements, which are typically perpetual unless terminated by either party for breach.
The possible amount of future payments the Company could be required to make based on agreements that specify
indemnification limits, if such indemnifications were required on all of these agreements, is approximately $142.7 million.
There are some licensing agreements in place that do not specify indemnification limits. The Company had not recorded any
liabilities related to these indemnification obligations as of March 31, 2016.
18.
STOCK REPURCHASE ACTIVITY
In December 2007, the Company announced that its Board of Directors had authorized the repurchase of up to 10.0 million
shares of its common stock in the open market or in privately negotiated transactions. As of March 31, 2015, the Company had
repurchased 7.5 million shares under this authorization for $234.7 million. In May 2015, the Company's Board of Directors
authorized an increase to the existing share repurchase program to 20.0 million shares of common stock from the
approximately 2.5 million shares remaining under the prior authorization. During fiscal 2016, the Company repurchased 8.6
million shares under this authorization for $363.8 million. In January 2016, the Company's Board of Directors authorized an
increase to the existing share repurchase program to 15.0 million shares of common stock from the approximately 11.4 million
shares remaining under the prior authorization. There is no expiration date associated with this repurchase program. During
the years ended March 31, 2015 and 2014, the Company did not purchase any of its shares of common stock.
19. 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 IRS. The
Company has a discretionary matching contribution program. All matches are provided on a quarterly basis and require the
participant to be an active employee at the end of the applicable quarter. During fiscal 2016, 2015 and 2014, the Company's
matching contributions to the plan totaled $4.4 million, $3.9 million and $3.6 million, respectively.
The Company's 2001 Employee Stock Purchase Plan (the 2001 Purchase Plan) became effective on March 1, 2002. 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 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, (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 Board of Directors. On January 1, 2016, an
additional 1,017,492 shares were reserved under the 2001 Purchase Plan based on the automatic increase. Upon the approval
of the Board of Directors, there were no shares added under the 2001 Purchase Plan on January 1, 2015 or 2014 based on the
automatic increase provision. Since the inception of the 2001 Purchase Plan, 12,295,354 shares of common stock have been
reserved for issuance and 6,651,710 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 provided 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 of Directors approved a purchase price per share
equal to 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. On May 1, 2006, the Company's Board of Directors approved an annual automatic increase in the number of
shares reserved under the plan. The automatic increase took effect on January 1, 2007, and on each January 1 thereafter during
the term of the plan, and is equal to one tenth of one percent (0.1%) of the then outstanding shares of the Company's common
stock. On January 1, 2016, an additional 203,498 shares were reserved under the plan based on the automatic increase. Upon
the approval of the Board of Directors, there were no shares added under the plan on January 1, 2015 or 2014, based on the
automatic increase provision. Since the inception of this purchase plan, 1,703,783 shares of common stock have been reserved
for issuance and 1,063,360 shares have been issued under this purchase plan.
F-36
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.
In connection with the acquisition of SMSC in August 2012, the Company assumed an unfunded Supplemental Executive
Retirement Plan ("SERP"), which provides former SMSC senior management with retirement, disability and death benefits.
An amendment to the SERP was executed on November 3, 2009, freezing the benefit level for existing participants as of
February 28, 2010 and closing the SERP to new participants. As of March 31, 2016, the projected benefit obligation is $5.2
million. Annual benefit payments and contributions under this plan are expected to be approximately $0.7 million in fiscal
2017 and approximately $3.8 million cumulatively in fiscal 2018 through fiscal 2026.
The Company has management incentive compensation plans which provide 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 fiscal 2016, 2015 and 2014, $19.1 million, $24.2 million and $24.4 million were charged against operations
for these plans, 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 fiscal 2016, 2015 and 2014, $14.2 million, $15.9 million
and $15.2 million, respectively, were charged against operations for this plan.
20. EQUITY INCENTIVE PLANS
Share-Based Compensation Expense
The following table presents the details of the Company's share-based compensation expense (amounts in thousands):
Cost of sales
Research and development
Selling, general and administrative
Pre-tax effect of share-based compensation
Income tax benefit
Year Ended March 31,
2016
2015
2014
$
8,252 (1) $
32,022
9,010 (1) $
28,164
7,340 (1)
24,554
31,146
71,420
23,012
21,422
58,596
10,640
21,893
53,787
5,722
48,065
Net income effect of share-based compensation
$
48,408
$
47,956
$
(1) During the year ended March 31, 2016, $7.9 million of share-based compensation expense was capitalized to inventory,
and $8.3 million of previously capitalized share-based compensation expense in inventory was sold. During the year
ended March 31, 2015, $6.8 million of share-based compensation expense was capitalized to inventory, and $9.0 million of
previously capitalized share-based compensation expense in inventory was sold. During the year ended March 31, 2014,
$7.4 million of share-based compensation expense was capitalized to inventory, and $7.3 million of previously capitalized
share-based compensation expense in inventory was sold.
The amount of unearned share-based compensation currently estimated to be expensed in the remainder of fiscal 2017
through fiscal 2021 related to unvested share-based payment awards at March 31, 2016 is $134.5 million. The weighted
average period over which the unearned share-based compensation is expected to be recognized is approximately 2.30 years.
F-37
Combined Incentive Plan Information
RSU share activity under the 2004 Plan is set forth below:
Nonvested shares at April 1, 2013
Granted
Forfeited/expired
Vested
Nonvested shares at March 31, 2014
Granted
Forfeited/expired
Vested
Nonvested shares at March 31, 2015
Granted
Assumed upon acquisition
Forfeited/expired
Vested
Nonvested shares at March 31, 2016
Number of Shares
6,009,831
1,616,632
(282,964)
(1,813,465)
5,530,034
1,446,968
(266,415)
(1,441,671)
5,268,916
2,479,729
525,442
(360,072)
(1,606,273)
6,307,742
The total intrinsic value of RSUs which vested during the years ended March 31, 2016, 2015 and 2014 was $72.1 million,
$67.6 million and $74.6 million, respectively. The aggregate intrinsic value of RSUs outstanding at March 31, 2016 was
$304.0 million, calculated based on the closing price of the Company's common stock of $48.20 per share on March 31,
2016. At March 31, 2016, the weighted average remaining expense recognition period was 2.35 years.
The weighted average fair value per share of the RSUs awarded is calculated based on the fair market value of the
Company's common stock on the respective grant dates discounted for the Company's expected dividend yield. The weighted
average fair value per share of RSUs awarded in fiscal 2016, 2015 and 2014 was $38.92, $42.02 and $34.24, respectively.
Stock option and stock appreciation right (SAR) activity under the Company's stock incentive plans in the three years
ended March 31, 2016 is set forth below:
Outstanding at April 1, 2013
Granted
Exercised
Canceled
Outstanding at March 31, 2014
Granted
Assumed upon acquisition
Exercised
Canceled
Outstanding at March 31, 2015
Granted
Assumed upon acquisition
Exercised
Canceled
Outstanding at March 31, 2016
Number of
Shares
Weighted Average
Exercise Price
per Share
2,269,803
$
—
(1,675,663)
(20,529)
573,611
27,654
666,586
(477,618)
(105,934)
684,299
244
604,900
(221,987)
(153,948)
913,508
$
25.58
—
25.91
22.78
24.75
46.66
29.33
26.42
28.17
28.41
41.09
35.03
25.30
31.52
33.00
F-38
The total intrinsic value of options and SARs exercised during the years ended March 31, 2016, 2015 and 2014 was $4.7
million, $9.6 million and $25.5 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 aggregate intrinsic value of options and SARs outstanding at March 31, 2016 was $13.9 million. The aggregate
intrinsic value of options and SARS exercisable at March 31, 2016 was $8.8 million. The aggregate intrinsic values were
calculated based on the closing price of the Company's common stock of $48.20 per share on March 31, 2016.
As of March 31, 2016 and 2015, the number of option and SAR shares exercisable was 553,844 and 283,133, respectively,
and the weighted average exercise price per share was $32.33 and $26.90, respectively.
The weighted average fair values per share of stock options granted in the years ended March 31, 2016 and 2015 was $8.85
and $9.00, respectively. The fair values per share of stock options granted in the years ended March 31, 2016 and 2015 were
estimated utilizing the following assumptions:
Expected term (in years)
Volatility
Risk-free interest rate
Dividend yield
Year Ended March 31,
2016
2015
6.5
29.50%
1.54%
3.00%
6.5
26.65%
1.59%
3.00%
There were no stock options granted in the year ended March 31, 2014.
21. COMMITMENTS
The Company leases office space, a manufacturing facility, and transportation and other equipment under operating leases
which expire at various dates through March 31, 2022. The future minimum lease commitments under these operating leases at
March 31, 2016 were as follows (amounts in thousands):
Year Ending March 31,
2017
2018
2019
2020
2021
Thereafter
Total minimum payments
Amount
16,370
12,350
7,677
3,098
1,000
667
41,162
$
$
Rental expense under operating leases totaled $23.3 million, $23.8 million and $21.5 million for fiscal 2016, 2015 and 2014,
respectively.
Commitments for construction or purchase of property, plant and equipment totaled $30.2 million as of March 31, 2016, all
of which will be due within the next year. Other purchase obligations and commitments totaled approximately $57.6 million as
of March 31, 2016. Other purchase obligations and commitments include payments due under various types of licenses and
approximately $52.4 million of outstanding purchase commitments with the Company's wafer foundries for delivery in fiscal
2017.
F-39
22. GEOGRAPHIC AND SEGMENT INFORMATION
The Company's reporting segments include semiconductor products and technology licensing. The Company does not
allocate operating expenses, interest income, interest expense, other income or expense, or provision for or benefit from income
taxes to these segments for internal reporting purposes, as the Company does not believe that allocating these expenses is
beneficial in evaluating segment performance. Additionally, the Company does not allocate assets to segments for internal
reporting purposes as it does not manage its segments by such metrics.
The following table represents revenues and gross profit for each segment (amounts in thousands):
Years ended March 31,
2016
2015
2014
Net
Sales
$ 2,084,210
Gross Profit
Net Sales
Gross Profit
Net Sales
Gross Profit
$ 1,116,340
$ 2,057,443
$ 1,139,971
$ 1,836,639
$ 1,034,165
89,124
89,124
89,593
89,593
94,578
94,578
$ 2,173,334
$ 1,205,464
$ 2,147,036
$ 1,229,564
$ 1,931,217
$ 1,128,743
Semiconductor products
Technology licensing
Total
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, as deemed necessary, may require collateral, primarily
letters of credit. The Company's operations outside the U.S. 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 products, as well as the coordination of production planning and shipping to meet
worldwide customer commitments. The Company's 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 net of accumulated amortization) by geographic area are as follows (amounts in thousands):
United States
Thailand
Various other countries
Total long-lived assets
March 31,
2016
2015
$
$
373,860
182,813
52,723
609,396
$
$
331,372
197,981
52,219
581,572
Sales to unaffiliated customers located outside the U.S., primarily in Asia and Europe, aggregated approximately 84% of
consolidated net sales for each of fiscal 2016, 2015 and 2014. Sales to customers in Europe represented approximately 22% of
consolidated net sales for fiscal 2016 and approximately 21% of consolidated net sales for each of fiscal 2015 and 2014. Sales
to customers in Asia represented approximately 59% of consolidated net sales for each of fiscal 2016 and 2015, and
approximately 60% of consolidated net sales for fiscal 2014. Within Asia, sales into China, including Hong Kong, represented
approximately 30%, 28% and 29% of consolidated net sales for fiscal 2016, 2015 and 2014, respectively. Sales into Taiwan
represented approximately 12%, 14% and 13% of consolidated net sales for fiscal 2016, 2015 and 2014, respectively. Sales
into any other individual foreign country did not exceed 10% of the Company's net sales for any of the three years presented.
No single end customer or distributor accounted for 10% or more of the Company's net sales during fiscal 2016, 2015 or
2014.
23. DERIVATIVE INSTRUMENTS
Freestanding Derivative Forward Contracts
The Company has international operations and is thus subject to foreign currency rate fluctuations. To help manage the
risk of changes in foreign currency rates, the Company periodically enters into derivative contracts comprised of foreign
currency forward contracts to hedge its asset and liability foreign currency exposure and a portion of its foreign currency
operating expenses. Approximately 99% of the Company's sales are U.S. Dollar denominated. Net gains due to foreign
exchange rate fluctuations after the effects of hedging activity were $0.7 million during fiscal 2016, compared to net losses of
F-40
$7.7 million during fiscal 2015 and net gains of $0.4 million during fiscal 2014. As of March 31, 2016 and 2015, the Company
had no foreign currency forward contracts outstanding. The Company recognized an immaterial amount of net
realized gains and losses on foreign currency forward contracts in the years ended March 31, 2016, 2015 and 2014. Gains and
losses from changes in the fair value of these foreign currency forward contracts and foreign currency exchange rate
fluctuations are credited or charged to other income (expense). The Company does not apply hedge accounting to its foreign
currency derivative instruments.
Fair Value Hedges
For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivatives as well as
the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in earnings. Interest rate derivative
instruments designated as fair value hedges are designed to manage the exposure to interest rate movements and to reduce
borrowing costs by converting fixed-rate debt into floating-rate debt. Under these agreements, the Company agrees to
exchange, at specified intervals, the difference between the fixed and floating interest amounts calculated by reference to an
agreed-upon notional principal amount.
In March 2015, the Company entered into ten-year fixed-to-floating interest rate swap agreements designated as fair value
hedges of the changes in fair value of a portion of the Company's fixed-rate 1.625% senior subordinated convertible debentures
due to changes in the LIBOR swap rate, the designated benchmark interest rate. The Company pays variable interest equal to
the three-month LIBOR minus 53.6 basis points and it receives a fixed interest rate of 1.625%. The notional amount of these
contracts outstanding at March 31, 2015 was $431.3 million, representing 25% of the principal amount of the senior
subordinated convertible debentures.
In February 2016, the Company terminated its interest rate swap agreements. Upon termination, the contracts were in an
asset position, resulting in cash receipts of approximately $25.7 million, which included $3.7 million of accrued interest. The
gain from terminating the interest rate swap agreements increased the outstanding balance of the 1.625% senior convertible
debentures and is being amortized as a reduction of interest expense over the remaining life of the debentures. The cash flows
from the termination of these interest rate swap agreements have been reported as operating activities in the consolidated
statements of cash flows.
The following table summarizes the location and fair value amounts of derivative instruments reported in the consolidated
balance sheets at March 31, 2015 (amounts in thousands):
Derivatives designated as hedging instruments
Balance Sheet Location
Fair Value
Interest rate contracts
Other assets
$
8,928
Asset Derivatives
The following table summarizes the location and amount of the gain or loss on the hedged item attributable to the changes
in the LIBOR swap rate and the offsetting gain or loss on the related interest rate swap agreements for the years ended
March 31, 2016 and 2015. The difference represents hedge ineffectiveness (amounts in thousands):
Year ended March 31,
2016
2015
Income Statement Classification
Other income (expense)
Gain (Loss)
on Senior
Subordinated
$
Gain (Loss)
on Interest
Rate Swap
Gain (Loss)
on Senior
Subordinated
$
Gain (Loss)
on Interest
Rate Swap
(18,060) $
16,345
(8,302) $
8,928
F-41
24. NET INCOME PER COMMON SHARE ATTRIBUTABLE TO MICROCHIP TECHNOLOGY
STOCKHOLDERS
The following table sets forth the computation of basic and diluted net income per common share (in thousands, except per
share amounts):
Net income attributable to Microchip Technology
Weighted average common shares outstanding
Dilutive effect of stock options and RSUs
Dilutive effect of 2037 junior subordinated convertible debentures
Weighted average common and potential common shares outstanding
Basic net income per common share attributable to Microchip Technology
stockholders
Diluted net income per common share attributable to Microchip Technology
stockholders
Year ended March 31,
2016
2015
2014
$
$
$
$
324,132
203,384
3,350
10,654
217,388
$
369,009
200,937
3,642
18,982
223,561
1.59
1.49
$
$
1.84
1.65
$
$
395,281
198,291
3,910
15,429
217,630
1.99
1.82
The Company computed basic earnings per common share attributable to its stockholders using net income available to
common stockholders and the weighted average number of common shares outstanding during the period. The Company
computed diluted earnings per common share attributable to its stockholders using net income available to stockholders and the
weighted average number of common shares outstanding plus potentially dilutive common shares outstanding during the
period.
Potentially dilutive common shares from employee equity incentive plans are determined by applying the treasury stock
method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding RSUs.
Diluted net income per common share attributable to stockholders for fiscal 2016, 2015, and 2014 includes 10,654,070,
18,982,440 and 15,429,003 shares, respectively, issuable upon the exchange of the Company's 2.125% junior subordinated
convertible debentures due December 15, 2037 (see Note 15). The debentures have no impact on diluted net income per
common share unless the average price of the Company's common stock exceeds the conversion price because the principal
amount of the debentures will be settled in cash upon conversion. Prior to conversion, the Company will include, in the diluted
net income per common share calculation, the effect of the additional shares that may be issued when the Company's common
stock price exceeds the conversion price using the treasury stock method. The weighted average conversion price per share
used in calculating the dilutive effect of the convertible debt for fiscal 2016, 2015 and 2014 was $24.73, $25.48 and $26.32,
respectively.
There were no shares issuable upon the exchange of the Company's 1.625% senior subordinated convertible debentures
due February 15, 2025 (see Note 14). The debentures have no impact on diluted net income per common share unless the
average price of the Company's common stock exceeds the conversion price because the principal amount of the debentures
will be settled in cash upon conversion. Prior to conversion, the Company will include, in the diluted net income per common
share calculation, the effect of the additional shares that may be issued when the Company's common stock price exceeds the
conversion price using the treasury stock method. The weighted average conversion price per share used in calculating the
dilutive effect of the convertible debt for fiscal 2016 and 2015 was $67.19 and $68.25, respectively.
Weighted average common shares exclude the effect of option shares which are not dilutive. For fiscal 2016 and 2015, the
number of option shares that were antidilutive was 298,015 and 19,305, respectively. There were no antidilutive option shares
for fiscal 2014.
F-42
25. QUARTERLY RESULTS (UNAUDITED)
The following table presents the Company's selected unaudited quarterly operating results for the eight quarters ended
March 31, 2016. The Company believes that all adjustments of a normal recurring nature have been made to present fairly the
related quarterly results (in thousands, except per share amounts):
Fiscal 2016
Net sales
Gross profit
Operating income
Net income
Less: Net loss attributable to noncontrolling
interests
Net income attributable to Microchip Technology
Diluted net income per common share attributable
to Microchip Technology stockholders
Fiscal 2015
Net sales
Gross profit
Operating income
Net income
Less: Net loss attributable to noncontrolling
interests
Net income attributable to Microchip Technology
Diluted net income per common share attributable to
Microchip Technology stockholders
$
$
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
$
533,952
309,017
121,319
130,460
207
130,667
541,391
300,950
74,948
64,899
—
64,899
$
540,344
292,718
76,132
61,211
—
61,211
557,647
302,779
79,946
67,355
—
67,355
Total
$ 2,173,334
1,205,464
352,345
323,925
207
324,132
0.60
0.30
0.28
0.31
1.49
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
$
528,876
306,519
115,946
89,909
—
89,909
$
546,243
307,454
101,318
92,038
1,603
93,641
528,710
301,959
98,009
84,798
1,259
86,057
543,207
313,632
110,347
98,580
822
99,402
Total
$ 2,147,036
1,229,564
425,620
365,325
3,684
369,009
0.40
0.42
0.39
0.45
1.65
Refer to Note 3, Special Charges, for an explanation of the special charges included in operating income in fiscal 2016 and
fiscal 2015. Refer to Note 15, 2.125% Junior Subordinated Convertible Debentures, for an explanation of the loss on
retirement of convertible debentures of approximately $50.6 million included in net income (loss) during the fourth quarter of
fiscal 2015. Refer to Note 4, Investments, for an explanation of the net realized gain from sales of available-for-sale
marketable equity securities included in net income during the fourth quarter of fiscal 2015 and the first quarter of fiscal 2016.
26.
SUPPLEMENTAL FINANCIAL INFORMATION
Cash paid for income taxes amounted to $25.4 million, $25.5 million and $25.7 million during fiscal 2016, 2015 and 2014,
respectively. Cash paid for interest on borrowings amounted to $52.9 million in fiscal 2016, $40.2 million in fiscal 2015 and
$34.6 million in fiscal 2014.
A summary of additions and deductions related to the valuation allowance for deferred tax asset accounts for the years
ended March 31, 2016, 2015 and 2014 follows (amounts in thousands):
Balance at
Beginning
of Year
Additions
Charged to
Costs and
Expenses
Additions
Charged to
Other
Accounts
Deductions
Balance at
End of Year
Valuation allowance for deferred tax assets:
Fiscal Year 2016
Fiscal Year 2015
Fiscal Year 2014
$
116,482
$
5,535
$
47,834
$
93,811
88,637
—
—
36,957
5,174
(8,017) $
(14,286)
—
161,834
116,482
93,811
F-43
A summary of additions and deductions related to the allowance for doubtful accounts for the years ended March 31, 2016,
2015 and 2014 follows (amounts in thousands):
Balance at
Beginning
of Year
Additions
Charged to
Costs and
Expenses
Deductions (1)
Balance at
End of Year
Allowance for doubtful accounts:
Fiscal Year 2016
Fiscal Year 2015
Fiscal Year 2014
$
$
2,621
2,918
2,764
$
59
104
245
(140) $
(401)
(91)
2,540
2,621
2,918
(1) Deductions represent uncollectible accounts written off, net of recoveries.
The following tables present the changes in the components of accumulated other comprehensive income (AOCI) for the
years ended March 31, 2016 and March 31, 2015:
Year ended March 31, 2016
Balance at March 31, 2015
Other comprehensive (loss) income before
reclassifications
Amounts reclassified from accumulated other
comprehensive (loss) income
Net other comprehensive (loss) income
Purchase of shares from noncontrolling interest
Balance at March 31, 2016
$
Unrealized
Holding Gains
(Losses)
Available-for-
sale Securities
14,537
$
Minimum
Pension
Liability
Foreign
Currency
Total
$
13
$
(3,474) $
11,076
(3,241)
(10,948)
(14,189)
—
348
$
31
—
31
—
44
—
—
—
(275)
$
(3,749) $
(3,210)
(10,948)
(14,158)
(275)
(3,357)
Year ended March 31, 2015
Balance at March 31, 2014
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from accumulated other
comprehensive income (loss)
Net other comprehensive income (loss)
Purchase of shares from noncontrolling interest
Unrealized
Holding Gains
(Losses)
Available-for-
sale Securities
$
(528) $
33,759
(18,694)
15,065
—
Balance at March 31, 2015
$
14,537
$
Minimum
Pension
Liability
Foreign
Currency
Total
140
$
1,439
$
1,051
(127)
—
(127)
—
13
(4,322)
—
(4,322)
(591)
29,310
(18,694)
10,616
(591)
$
(3,474) $
11,076
The table below details where reclassifications of realized transactions out of AOCI are recorded on the consolidated
statements of income.
Description of AOCI Component
Unrealized gains on available-for-sale
securities
Taxes
Reclassification of realized transactions, net
of taxes
$
$
Year ended March 31,
2016
2015
2014
Related Statement of
Income Line
10,948
$
18,706
$
2,371 Other income
—
(12)
(776)
Provision for income
taxes
10,948
$
18,694
$
1,595 Net Income
F-44
27. 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 Company has continued to pay quarterly dividends and has increased the amount of such
dividends on a regular basis. Cash dividends paid per share were $1.433, $1.425 and $1.417 during fiscal 2016, 2015 and
2014, respectively. Total dividend payments amounted to $291.1 million, $286.5 million and $281.2 million during fiscal
2016, 2015 and 2014, respectively.
28.
SUBSEQUENT EVENTS
Acquisition of Atmel
On April 4, 2016, the Company acquired Atmel, a publicly traded company based in San Jose, California. The Company
paid an aggregate of approximately $2.98 billion in cash and issued an aggregate of 10.1 million shares of its common stock to
Atmel stockholders. The total consideration transferred in the acquisition, including approximately $6.7 million of non-cash
consideration for the exchange of certain share-based payment awards of Atmel for stock awards of the Company, was
approximately $3.47 billion. The Company financed the cash portion of the purchase price using approximately $2.04 billion
of cash, cash equivalents, short-term investments and long-term investments held by certain of its foreign subsidiaries, and
approximately $0.94 billion from additional borrowings under its existing credit agreement. As a result of the acquisition,
Atmel became a wholly owned subsidiary of the Company. Atmel is a worldwide leader in the design and manufacture of
microcontrollers, capacitive touch solutions, advanced logic, mixed-signal, nonvolatile memory and RF components. The
Company's primary reason for this acquisition was to expand the Company's range of solutions, products and capabilities by
extending its served available market.
The acquisition was accounted for under the acquisition method of accounting, with the Company identified as the
acquirer, and the operating results of Atmel have been included in the Company's consolidated financial statements as of the
closing date of the acquisition. Under the acquisition method of accounting, the aggregate amount of consideration paid by the
Company was allocated to Atmel's net tangible assets and intangible assets based on their estimated fair values as of April 4,
2016. The excess of the purchase price over the value of the net tangible assets and intangible assets was recorded to goodwill.
The factors contributing to the recognition of goodwill were based upon the Company's conclusion that there are strategic and
synergistic benefits that are expected to be realized from the acquisition. The goodwill has been allocated to the Company's
semiconductor products reporting segment. None of the goodwill related to the Atmel acquisition is deductible for tax
purposes. The Company retained an independent third-party appraiser to assist management in its valuation; however, the
purchase price allocation has not been finalized. This could result in adjustments to the fair values of the assets acquired and
liabilities assumed, the useful lives of intangible assets, the residual amount allocated to goodwill and deferred income taxes
recognized. The preliminary allocation of the purchase price is based on the best estimates of management and is subject to
revision based on the final valuations and estimates of useful lives.
The table below represents the preliminary allocation of the purchase price to the net assets acquired based on their
estimated fair values, as well as the associated estimated useful lives of the acquired intangible assets (amounts in thousands).
Such amounts were estimated using the most recent audited financial statements of Atmel as of December 31, 2015. The
Company does not believe the allocation as of April 4, 2016 will be materially different, however, certain amounts, such as the
balances of cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities may vary
based upon changes in Atmel’s balances between December 31, 2015 and April 4, 2016, with offsetting changes to goodwill.
The Company’s consolidated financial statements as of June 30, 2016 will include updated amounts reflecting the April 4, 2016
estimated fair values.
F-45
Assets acquired
Cash and cash equivalents
Accounts receivable, net
Inventories
Prepaid expenses and other current assets
Property, plant and equipment, net
Goodwill
Purchased intangible assets
Long-term deferred tax assets
Other assets
Total assets acquired
Liabilities assumed
Accounts payable
Other current liabilities
Long-term line of credit
Deferred tax liabilities
Long-term income tax payable
Other long-term liabilities
Total liabilities assumed
Purchase price allocated
Purchased Intangible Assets
Core/developed technology
In-process technology
Customer-related
Backlog
Total purchased intangible assets
April 4, 2016
210,252
195,481
403,708
35,299
131,154
1,400,814
1,551,100
157,929
45,747
4,131,484
(59,470)
(133,012)
(192,300)
(155,553)
(49,965)
(67,577)
(657,877)
3,473,607
April 4, 2016
(in thousands)
988,400
114,500
435,900
12,300
1,551,100
$
$
$
$
Useful Life
(in years)
10-15
10-15
5
1-2
Purchased intangible assets include core and developed technology, in-process research and development, customer-related
intangibles and acquisition-date backlog. The estimated fair values of the core and developed technology and in-process
research and development were determined based on the present value of the expected cash flows to be generated by the
respective existing technology or future technology. The core and developed technology intangible assets are being amortized
commensurate with the expected cash flows used in the initial determination of fair value. In-process technology is capitalized
until such time the related projects are completed or abandoned at which time the capitalized amounts will begin to be
amortized or written off.
Customer-related intangible assets consist of Atmel's contractual relationships and customer loyalty related to its
distributor and end-customer relationships, and the fair values of the customer-related intangibles were determined based on
Atmel's projected revenues. An analysis of expected attrition and revenue growth for existing customers was prepared from
Atmel's historical customer information. Customer relationships are being amortized in a manner consistent with the estimated
cash flows associated with the existing customers and anticipated retention rates. Backlog relates to the value of orders not yet
shipped by Atmel at the acquisition date, and the preliminary fair values were based on the estimated profit associated with
those orders. Backlog related assets are being recognized commensurate with recognition of the revenue for the orders on
which the backlog intangible assets were determined. Amortization expense associated with acquired intangible assets is not
deductible for tax purposes. Thus, approximately $143.2 million was established as a net deferred tax liability for the future
amortization of the intangible assets.
No sales or expenses of Atmel were included in the Company’s consolidated statements of income for the year ended
March 31, 2016.
F-46
The following unaudited pro-forma consolidated results of operations for the years ended March 31, 2016 and 2015
assume the Atmel acquisition occurred as of April 1, 2014. The pro-forma adjustments are mainly comprised of acquired
inventory fair value costs and amortization of purchased intangible assets. The pro-forma results of operations are presented
for informational purposes only and are not indicative of the results of operations that would have been achieved if the
acquisition had taken place on April 1, 2014 or of results that may occur in the future (amounts in thousands except per share
data):
Net sales
Net income
Basic earnings per share
Diluted earnings per share
Year ended March 31,
2016
2015
3,345,790
167,705
0.79
0.74
$
$
$
$
3,560,370
116,618
0.55
0.50
$
$
$
$
As a result of the Company's acquisition of Atmel, the Company became involved with the following lawsuits.
In re: Continental Airbag Products Liability Litigation. On May 11, 2016, an Amended and Consolidated Class Action
Complaint ("Complaint") was filed in the United States District Court for the Southern District of Florida (Miami Division)
against Atmel, Continental Automotive Systems, Inc., Honda Motor Co., Ltd. and an affiliate, and Daimler AG and an affiliate.
The Complaint which includes claims arising under federal law and Florida, California, New Jersey, Michigan and Louisiana
state law-alleges that class members unknowingly purchased or leased vehicles containing defective airbag control units
(allegedly incorporating defective application specific integrated circuits manufactured by Atmel between 2006 and 2010), and
thereby suffered financial harm, including a loss in the value of their purchased or leased vehicles. The plaintiffs are seeking
unspecified compensatory and exemplary damages, statutory penalties, pre- and post-judgment interest, attorneys’ fees, and
injunctive and other relief. Atmel intends to contest plaintiffs' claims vigorously.
Southern District of New York Action by LFoundry Rousset ("LFR") and LFR Employees. On March 4, 2014, LFR and
Jean-Yves Guerrini, individually and on behalf of a putative class of LFR employees, filed an action in the United States
District Court for the Southern District of New York (the "District Court") against Atmel, its French subsidiary, Atmel Rousset
S.A.S. ("Atmel Rousset"), and LFoundry GmbH ("LF"), LFR's German parent. The case purports to relate to Atmel Rousset's
June 2010 sale of its wafer manufacturing facility in Rousset, France to LF, and LFR's subsequent insolvency, and later
liquidation, more than three years later. The District Court dismissed the case on August 21, 2015, and plaintiffs are appealing
the dismissal.
Individual Labor Actions by former LFR Employees. In the wake of LFR's insolvency and liquidation, over 500 former
employees of LFR have filed individual labor actions against Atmel Rousset in a French labor court. Atmel Rousset believes
that each of these actions is entirely devoid of merit, and, further, that any assertion by any of the Claimants of a co-
employment relationship with Atmel Rousset is based substantially on the same specious arguments that the Paris Commercial
Court summarily rejected in 2014 in related proceedings. Atmel Rousset therefore intends to defend vigorously against each of
these claims.
F-47