x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
Delaware
|
86-0629024
|
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(IRS
Employer Identification No.)
|
Large
Accelerated Filer
x
|
Accelerated
filer
¨
|
Non-accelerated
filer
¨
|
Shares
Outstanding of Registrant’s Common Stock
|
|
Class
|
Outstanding
at October 31, 2007
|
Common
Stock, $0.001 par value
|
214,240,668
shares
|
Page
|
||
PART
I. FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements (Unaudited)
|
|
PART
II. OTHER INFORMATION
|
||
CERTIFICATIONS
|
||
EXHIBITS
|
Six
months ended September 30,
|
||||||||
2007
|
2006
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$ |
140,972
|
$ |
156,472
|
||||
Adjustments
to reconcile net income to net cash provided by operating
|
||||||||
activities:
|
||||||||
Depreciation
and amortization
|
52,791
|
58,210
|
||||||
Deferred
income taxes
|
(4,875 | ) |
8,642
|
|||||
Share-based
compensation expense related to equity incentive plans
|
15,804
|
11,973
|
||||||
Excess
tax benefit from share-based compensation
|
(13,737 | ) | (11,250 | ) | ||||
Tax
benefit from equity incentive plans
|
14,260
|
11,255
|
||||||
Gain
on sale of assets
|
(450 | ) | (364 | ) | ||||
Loss
on sale of Fab 3
|
26,763
|
---
|
||||||
Changes
in operating assets and liabilities:
|
||||||||
(Increase)
decrease in accounts receivable
|
(1,353 | ) |
16,249
|
|||||
(Increase)
decrease in inventories
|
(3,421 | ) |
768
|
|||||
Increase
(decrease) in deferred income on shipments to distributors
|
2,020
|
(1,274 | ) | |||||
Increase
in accounts payable and accrued liabilities
|
8,918
|
6,166
|
||||||
Change
in other assets and liabilities
|
(9,655 | ) | (6,112 | ) | ||||
Net
cash provided by operating activities
|
228,037
|
250,735
|
||||||
Cash
flows from investing activities:
|
||||||||
Purchases
of investments
|
(928,663 | ) | (976,124 | ) | ||||
Sales
and maturities of investments
|
970,275
|
567,725
|
||||||
Investment
in other assets
|
(2,668 | ) | (478 | ) | ||||
Proceeds
from sale of assets
|
1,000
|
1,746
|
||||||
Capital
expenditures
|
(37,245 | ) | (35,914 | ) | ||||
Net
cash used provided by (used in) investing activities
|
2,699
|
(443,045 | ) | |||||
Cash
flows from financing activities:
|
||||||||
Payment
of cash dividend
|
(125,214 | ) | (96,573 | ) | ||||
Repurchase
of common stock
|
(150,172 | ) |
---
|
|||||
Proceeds
from sale of common stock
|
37,661
|
33,083
|
||||||
Excess
tax benefit from share-based compensation
|
13,737
|
11,250
|
||||||
Payments
on short-term borrowings
|
---
|
(188,154 | ) | |||||
Net
cash used in financing activities
|
(223,988 | ) | (240,394 | ) | ||||
Net
increase (decrease) in cash and cash equivalents
|
6,748
|
(432,704 | ) | |||||
Cash
and cash equivalents at beginning of period
|
167,477
|
565,273
|
||||||
Cash
and cash equivalents at end of period
|
$ |
174,225
|
$ |
132,569
|
||||
See
accompanying notes to condensed consolidated financial
statements
|
(1)
|
Basis
of Presentation
|
(2)
|
Recently
Issued Accounting
Pronouncements
|
Adjusted
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized Losses
|
Estimated
Fair
Value
|
|||||||||||||
Government
agency bonds
|
$ |
634,742
|
$ |
268
|
$ |
3,128
|
$ |
631,882
|
||||||||
Auction
rate securities
|
159,475
|
---
|
---
|
159,475
|
||||||||||||
Floating
rate securities
|
105,105
|
---
|
80
|
105,025
|
||||||||||||
Municipal
bonds
|
88,730
|
153
|
---
|
88,883
|
||||||||||||
Corporate
bonds and certificates of deposit
|
90,000
|
---
|
641
|
89,359
|
||||||||||||
$ |
1,078,052
|
$ |
421
|
$ |
3,849
|
$ |
1,074,624
|
Adjusted
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized Losses
|
Estimated
Fair
Value
|
|||||||||||||
Available-for-sale
|
||||||||||||||||
Due
in one year or
less
|
$ |
228,444
|
$ |
30
|
$ |
785
|
$ |
227,689
|
||||||||
Due
after one year and through
five years
|
611,400
|
342
|
3,064
|
608,678
|
||||||||||||
Due
after five years and
through ten years
|
7,843
|
17
|
---
|
7,860
|
||||||||||||
Due
after ten
years
|
230,365
|
32
|
---
|
230,397
|
||||||||||||
$ |
1,078,052
|
$ |
421
|
$ |
3,849
|
$ |
1,074,624
|
(5)
|
Accounts
Receivable
|
September
30,
2007
|
March
31,
2007
|
|||||||
Trade
accounts receivable
|
$ |
128,916
|
$ |
127,467
|
||||
Other
|
295
|
636
|
||||||
129,211
|
128,103
|
|||||||
Less
allowance for doubtful accounts
|
3,299
|
3,544
|
||||||
$ |
125,912
|
$ |
124,559
|
(6)
|
Inventories
|
September
30,
2007
|
March
31,
2007
|
|||||||
Raw
materials
|
$ |
4,653
|
$ |
5,118
|
||||
Work
in process
|
91,947
|
83,783
|
||||||
Finished
goods
|
27,987
|
32,123
|
||||||
$ |
124,587
|
$ |
121,024
|
(7)
|
Property,
Plant and Equipment
|
September
30,
2007
|
March
31,
2007
|
|||||||
Land
|
$ |
35,065
|
$ |
47,212
|
||||
Building
and building improvements
|
325,663
|
372,149
|
||||||
Machinery
and equipment
|
1,083,266
|
1,059,565
|
||||||
Projects
in process
|
76,053
|
69,040
|
||||||
1,520,047
|
1,547,966
|
|||||||
Less
accumulated depreciation
and
amortization
|
983,731
|
942,244
|
||||||
$ |
536,316
|
$ |
605,722
|
Three
Months Ended September 30, 2007
|
Six
Months Ended September 30, 2007
|
|||||||
Income
before taxes
|
$ |
70,144
|
$ |
170,887
|
||||
Loss
on sale of Fab
3
|
26,763
|
26,763
|
||||||
Income
before taxes excluding loss on sale
|
96,907
|
197,650
|
||||||
Effective
tax rate
|
20.40 | % | 20.35 | % | ||||
Income
tax provision excluding effect of loss on sale
|
19,769
|
40,219
|
||||||
Tax
benefit of loss on sale of Fab 3 at 38.5%
|
10,304
|
10,304
|
||||||
Income
tax
provision
|
$ |
9,465
|
$ |
29,915
|
(9)
|
Comprehensive
Income
|
Three
Months Ended
September
30,
|
Six
Months Ended
September
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Decrease
in unrealized losses on investments, net of tax effect of $1,513,
$1,055,
$1,172,
and
$670,
respectively
|
$ |
5,175
|
$ |
5,306
|
$ |
4,153
|
$ |
3,939
|
(10)
|
Employee
Benefit Plans
|
Three
Months Ended
September
30,
|
Six
Months Ended
September
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Cost
of sales
|
$ | 1,493 | (1) | $ |
---
|
$ | 3,083 | (1) | $ |
---
|
||||||
Research
and development
|
2,509
|
2,522
|
5,095
|
4,813
|
||||||||||||
Selling,
general and administrative
|
3,769
|
3,646
|
7,626
|
7,160
|
||||||||||||
Pre-tax
effect of share-based compensation
|
7,771
|
6,168
|
15,804
|
11,973
|
||||||||||||
Income
tax benefit
|
1,586
|
1,481
|
3,217
|
2,874
|
||||||||||||
Net
income effect of share-based compensation
|
$ |
6,185
|
$ |
4,687
|
$ |
12,587
|
$ |
9,099
|
||||||||
Effect
on basic net income per common share
|
$ |
0.02
|
$ |
0.02
|
$ |
0.06
|
$ |
0.04
|
||||||||
Effect
on diluted net income per share
|
$ |
0.03
|
$ |
0.02
|
$ |
0.06
|
$ |
0.05
|
|
(1)
During the three and six months ended September 30, 2007,
$1.6
million and $3.2 million, respectively, was
capitalized to inventory and $1.5 million and $3.1 million, respectively,
of capitalized inventory was sold. During the three and six
months ended September 30, 2006, $1.7 million and $3.3 million,
respectively, was capitalized to
inventory.
|
Number
of Shares
|
||||
Nonvested
shares at March 31, 2007
|
1,687,443
|
|||
Granted
|
524,822
|
|||
Cancelled
|
(49,768 | ) | ||
Vested
|
(68,667 | ) | ||
Nonvested
shares at September 30, 2007
|
2,093,830
|
Number
of
Shares
|
Weighted
Average
Exercise
Price
per Share
|
|||||||
Outstanding
at March 31, 2007
|
14,740,546
|
$ |
21.88
|
|||||
Granted
|
27,586
|
37.78
|
||||||
Exercised
|
(1,761,310 | ) |
18.09
|
|||||
Cancelled
|
(89,879 | ) |
24.65
|
|||||
Outstanding
at September 30, 2007
|
12,916,943
|
$ |
22.42
|
Range
of Exercise
Prices
|
Number
of
Outstanding
|
Weighted
Average
Exercise
Price
|
Weighted
Average Remaining Life
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
||||||||||||
(in
years)
|
|||||||||||||||||
$ |
4.72 – $15.86
|
1,466,692
|
$ |
10.44
|
1.68
|
1,466,692
|
$ |
10.44
|
|||||||||
15.87 – 15.92
|
926,769
|
15.92
|
3.47
|
926,769
|
15.92
|
||||||||||||
15.93 – 18.48
|
1,733,144
|
18.40
|
5.31
|
1,105,248
|
18.35
|
||||||||||||
18.49 – 23.39
|
1,589,791
|
22.38
|
3.05
|
1,589,772
|
22.38
|
||||||||||||
23.40 – 25.26
|
898,501
|
24.19
|
4.62
|
898,177
|
24.19
|
||||||||||||
25.27 – 25.29
|
1,619,111
|
25.29
|
7.49
|
28,271
|
25.29
|
||||||||||||
25.30 – 27.00
|
694,489
|
26.21
|
6.26
|
671,780
|
26.21
|
||||||||||||
27.01 – 27.05
|
1,422,574
|
27.05
|
6.49
|
66,772
|
27.05
|
||||||||||||
27.06 – 27.15
|
1,510,015
|
27.15
|
4.49
|
1,510,014
|
27.15
|
||||||||||||
27.16 – 37.84
|
1,055,857
|
29.96
|
6.20
|
781,033
|
29.50
|
||||||||||||
12,916,943
|
$ |
22.42
|
4.87
|
9,044,528
|
$ |
21.21
|
Six
Months Ended September 30,
|
||||||||
2007
|
2006
|
|||||||
Expected
life (in years)
|
6.50
|
5.46
|
||||||
Expected
volatility
|
38 | % | 41 | % | ||||
Risk-free
interest rate
|
4.50 | % | 4.67 | % | ||||
Expected
dividend yield
|
3.00 | % | 3.00 | % |
Six
Months Ended September 30,
|
||||||||
2007
|
2006
|
|||||||
Expected
life (in years)
|
0.50
|
0.50
|
||||||
Expected
volatility
|
27 | % | 31 | % | ||||
Risk-free
interest rate
|
4.20 | % | 5.25 | % | ||||
Expected
dividend yield
|
3.00 | % | 3.00 | % |
(11)
|
Net
Income Per Share
|
Three
Months Ended
September
30,
|
Six
Months Ended
September
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Net
income
|
$ |
60,679
|
$ |
79,488
|
$ |
140,972
|
$ |
156,472
|
||||||||
Weighted
average common shares outstanding
|
216,797
|
215,025
|
217,432
|
214,362
|
||||||||||||
Dilutive
effect of stock options and RSUs
|
5,207
|
5,103
|
5,374
|
6,507
|
||||||||||||
Weighted
average common and potential common shares outstanding
|
222,004
|
220,128
|
222,806
|
220,869
|
||||||||||||
Basic
net income per common share
|
$ |
0.28
|
$ |
0.37
|
$ |
0.65
|
$ |
0.73
|
||||||||
Diluted
net income per common share
|
$ |
0.27
|
$ |
0.36
|
$ |
0.63
|
$ |
0.71
|
(12)
|
Stock
Repurchase
|
(13)
|
Dividends
|
(14)
|
Subsequent
Events
|
Item
2.
|
Management’s
Discussion
and Analysis of 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 on gross
margin;
|
|
·
|
The
amount of changes in demand for our products and those of our
customers;
|
|
·
|
The
level of orders that will be received and shipped within a
quarter;
|
|
·
|
The
effect that distributor and customer inventory holding patterns
will have
on us;
|
|
·
|
Our
belief that customers recognize our products and brand name and
use
distributors as an effective supply
channel;
|
|
·
|
Our
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 and interface
product lines and the effect of such an
increase;
|
|
·
|
The
impact of any supply disruption we may
experience;
|
|
·
|
Our
ability to effectively utilize our facilities at appropriate capacity
levels and anticipated costs;
|
|
·
|
That
our capital expenditures over the next 12 months will provide sufficient
manufacturing capability to meet our anticipated
needs;
|
|
·
|
That
manufacturing costs will be reduced by our transition to advanced
process
technologies;
|
|
·
|
Our
ability to maintain manufacturing
yields;
|
|
·
|
Continuing
our investments in new and enhanced
products;
|
|
·
|
Continuing
our investments in auction rate
securities;
|
|
·
|
The
ability to attract and retain qualified
personnel;
|
|
·
|
The
cost effectiveness of using our own assembly and test
operations;
|
|
·
|
Our
anticipated level of capital
expenditures;
|
|
·
|
Continuing
to receive patents on our
inventions;
|
|
·
|
Continuation
of quarterly cash dividends;
|
|
·
|
The
sufficiency of our existing sources of
liquidity;
|
|
·
|
The
impact of seasonality on our
business;
|
|
·
|
Expected
impact of SFAS 123R on our business and related assumptions used
in such
analysis;
|
|
·
|
That
the resolution and costs of legal actions will not harm our
business;
|
|
·
|
That
the idling of assets will not impair the value of such
assets;
|
|
·
|
The
recoverability of our deferred tax
assets;
|
|
·
|
The
adequacy of our tax reserves to offset any potential tax
liabilities;
|
|
·
|
Our
belief that the expiration of any tax holidays will not have a
material
impact;
|
|
·
|
The
ability to obtain title to land underlying our Thailand facility,
its fair
value and adequacy of associated
reserves;
|
|
·
|
The
accuracy of our estimates of the useful life and values of our
property
and equipment;
|
|
·
|
Our
ability to obtain intellectual property licenses and minimize the
effects
of litigation;
|
|
·
|
The
level of risk we are exposed to for product liability
claims;
|
|
·
|
The
amount of labor unrest, political instability, governmental interference
and changes in general economic conditions that we
experience;
|
|
·
|
The
effect of changes in market interest rates on income and/or cash
flows;
|
|
·
|
The
effect of fluctuations in currency
rates;
|
|
·
|
The
timing and amount of repurchases of our common
stock;
|
|
·
|
The
availability of financing on acceptable
terms;
|
|
·
|
The
effect of expansion of environmental laws;
and
|
|
·
|
The
impact of export regulations on our
business.
|
Three
Months Ended
September
30,
|
Six
Months Ended
September
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Net
sales
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Cost
of sales
|
40.2 | % | 39.5 | % | 40.1 | % | 39.6 | % | ||||||||
Gross
profit
|
59.8 | % | 60.5 | % | 59.9 | % | 60.4 | % | ||||||||
Research
and development
|
11.3 | % | 10.9 | % | 11.3 | % | 10.8 | % | ||||||||
Selling,
general and administrative
|
16.6 | % | 15.5 | % | 16.6 | % | 15.5 | % | ||||||||
Loss
on sale of Fab 3
|
10.4 | % | --- | % | 5.1 | % | --- | % | ||||||||
Operating
income
|
21.5 | % | 34.1 | % | 26.9 | % | 34.1 | % |
|
·
|
overall
demand for our products;
|
|
·
|
increasing
semiconductor content in our customers’
products;
|
|
·
|
customers’
increasing needs for the flexibility offered by our programmable
solutions;
|
|
·
|
our
new product offerings that have increased our served available
market;
|
|
·
|
economic
conditions in the markets we serve, specifically housing and consumer;
and
|
|
·
|
inventory
holding patterns of our
customers.
|
Three
Months Ended
September
30,
(unaudited)
|
Six
Months Ended
September
30,
(unaudited)
|
|||||||||||||||||||||||||||||||
2007
|
%
|
2006
|
%
|
2007
|
%
|
2006
|
%
|
|||||||||||||||||||||||||
Microcontrollers
|
$ |
205,529
|
79.5 | % | $ |
214,778
|
80.2 | % | $ |
418,834
|
80.1 | % | $ |
426,094
|
80.3 | % | ||||||||||||||||
Memory
products
|
32,637
|
12.6 | % |
32,131
|
12.0 | % |
62,928
|
12.0 | % |
62,738
|
11.8 | % | ||||||||||||||||||||
Analog
and interface products
|
20,481
|
7.9 | % |
21,025
|
7.8 | % |
40,957
|
7.9 | % |
41,659
|
7.9 | % | ||||||||||||||||||||
Total
sales
|
$ |
258,647
|
100.0 | % | $ |
267,934
|
100.0 | % | $ |
522,719
|
100.0 | % | $ |
530,491
|
100.0 | % |
Three
Months Ended
September
30,
(unaudited)
|
Six
Months Ended
September
30,
(unaudited)
|
|||||||||||||||||||||||||||||||
2007
|
%
|
2006
|
%
|
2007
|
%
|
2006
|
%
|
|||||||||||||||||||||||||
Americas
|
$ |
69,900
|
27.0 | % | $ |
73,629
|
27.5 | % | $ |
140,305
|
26.8 | % | $ |
147,208
|
27.8 | % | ||||||||||||||||
Europe
|
75,195
|
29.1 | % |
73,857
|
27.6 | % |
155,036
|
29.7 | % |
147,599
|
27.8 | % | ||||||||||||||||||||
Asia
|
113,552
|
43.9 | % |
120,448
|
44.9 | % |
227,378
|
43.5 | % |
235,684
|
44.4 | % | ||||||||||||||||||||
Total
sales
|
$ |
258,647
|
100.0 | % | $ |
267,934
|
100.0 | % | $ |
522,719
|
100.0 | % | $ |
530,491
|
100.0 | % |
|
·
|
increased
cost of sales of $1.5 million and $3.1 million in the three and
six months
ended September 30, 2007, respectively, compared to the prior year
periods, associated with share-based compensation expense under
the SFAS
123R;
|
|
·
|
fluctuations
in the product mix of microcontrollers, proprietary and non-proprietary
analog products and Serial EEPROM products resulting in lower average
selling prices for our products;
|
|
·
|
lower
depreciation expense as a percentage of cost of sales;
and
|
|
·
|
unfavorable
foreign exchange rate fluctuations impacting our Thailand manufacturing
operations.
|
|
·
|
changes
in capacity utilization and absorption of fixed
costs;
|
|
·
|
gross
profit on products sold through the distribution
channel;
|
|
·
|
continued
cost reductions in wafer fabrication and assembly and test manufacturing
such as new manufacturing technologies and more efficient manufacturing
techniques; and
|
|
·
|
inventory
write-offs and the sale of inventory that was previously written
off.
|
Item
3.
|
Quantitative
and
Qualitative Disclosures About
Market Risk
|
Item
4.
|
Controls
and
Procedures
|
Item
1.
|
Legal
Proceedings
|
Item
1A.
|
Risk
Factors
|
|
·
|
changes
in demand or market acceptance of our products and products of our
customers
|
|
·
|
levels
of inventories at our customers
|
|
·
|
the
mix of inventory we hold and our ability to satisfy orders from our
inventory
|
|
·
|
changes
in utilization of our manufacturing capacity and fluctuations in
manufacturing yields
|
|
·
|
our
ability to secure sufficient assembly and testing
capacity
|
|
·
|
availability
of raw materials and equipment
|
|
·
|
competitive
developments including pricing
pressures
|
|
·
|
the
level of orders that are received and can be shipped in a
quarter
|
|
·
|
the
level of sell-through of our products through
distribution
|
|
·
|
changes
or fluctuations in customer order patterns and
seasonality
|
|
·
|
constrained
availability from other electronic suppliers impacting our customers’
ability to ship their products, which in turn may adversely impact
our
sales to those customers
|
|
·
|
costs
and outcomes of any tax audits or any litigation involving intellectual
property, customers or other issues
|
|
·
|
disruptions
in our business or our customers’ businesses due to terrorist activity,
armed conflict, war, worldwide oil prices and supply, public health
concerns or disruptions in the transportation
system
|
|
·
|
property
damage or other losses which are not covered by
insurance
|
|
·
|
general
economic, industry or political conditions in the United States or
internationally
|
|
·
|
the
quality, performance, reliability, features, ease of use, pricing
and
diversity of our products
|
|
·
|
our
success in designing and manufacturing new products including those
implementing new technologies
|
|
·
|
the
rate at which customers incorporate our products into their own
applications
|
|
·
|
product
introductions by our competitors
|
|
·
|
the
number, nature and success of our competitors in a given
market
|
|
·
|
our
ability to obtain adequate supplies of raw materials and other supplies
at
acceptable prices
|
|
·
|
our
ability to protect our products and processes by effective utilization
of
intellectual property rights
|
|
·
|
the
quality of our customer service and our ability to address the needs
of
our customers, and
|
|
·
|
general
market and economic conditions.
|
|
·
|
proper
new product selection
|
|
·
|
timely
completion and introduction of new product
designs
|
|
·
|
development
of support tools and collateral literature that make complex new
products
easy for engineers to understand and use,
and
|
|
·
|
market
acceptance of our customers’ end
products.
|
|
·
|
political,
social and economic instability
|
|
·
|
public
health conditions
|
|
·
|
trade
restrictions and changes in tariffs
|
|
·
|
import
and export license requirements and
restrictions
|
|
·
|
difficulties
in staffing and managing international
operations
|
|
·
|
employment
regulations
|
|
·
|
disruptions
in international transport or
delivery
|
|
·
|
fluctuations
in currency exchange rates
|
|
·
|
difficulties
in collecting receivables
|
|
·
|
economic
slowdown in the worldwide markets served by us,
and
|
|
·
|
potentially
adverse tax consequences.
|
|
·
|
quarterly
variations in our operating results and the operating results of
other
technology companies
|
|
·
|
actual
or anticipated announcements of technical innovations or new products
by
us or our competitors
|
|
·
|
changes
in analysts’ estimates of our financial performance or buy/sell
recommendations
|
|
·
|
changes
in our financial guidance or our failure to meet such
guidance
|
|
·
|
general
conditions in the semiconductor industry,
and
|
|
·
|
worldwide
economic and financial conditions.
|
Item
2.
|
Unregistered
Sales
of Equity Securities and Use of
Proceeds
|
Issuer
Purchases of Equity Securities
|
||||||||||||||||
Period
|
(a)
Total Number of Shares Purchased
|
(b)
Average Price Paid per Share
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced
Programs
|
(d)
Maximum Number of Shares that May Yet Be Purchased Under the
Programs
|
||||||||||||
July
1, 2007 – July 31, 2007
|
550,000
|
$ |
37.07
|
550,000
|
10,945,166
|
|||||||||||
August
1, 2007 – August 31, 2007
|
3,451,731
|
$ |
37.60
|
3,451,731
|
7,493,435
|
|||||||||||
September
1, 2007 – September 30, 2007
|
---
|
---
|
---
|
7,493,435
|
||||||||||||
Total
|
4,001,731
|
$ |
37.53
|
4,001,731
|
(1)
|
On
October 26, 2006, our Board of Directors authorized the repurchase
of up
to 10 million shares of our common stock in the open market or privately
negotiated transactions. As of September 30, 2007, 7,493,435
shares of this authorization remained available to be purchased under
this
program. There is no expiration date associated with this
authorization.
|
Item
4.
|
Submission
of
Matters to a Vote of Security
Holders
|
|
(a)
|
We
held our Annual Meeting of Stockholders on August 17,
2007.
|
|
(b)
|
Steve
Sanghi, Albert J. Hugo-Martinez, L.B. Day, Matthew W. Chapman and
Wade F.
Meyercord were elected as directors at the Annual
Meeting.
|
|
(c)
|
The
results of the vote on the matters voted upon at the Annual Meeting
were
as follows:
|
|
(1)
|
Election
of Directors:
|
Director
|
For
|
Withheld/Abstain
|
||||||
Steve
Sanghi
|
203,403,866
|
2,324,562
|
||||||
Albert
J. Hugo-Martinez
|
203,845,702
|
1,882,726
|
||||||
L.B.
Day
|
193,510,979
|
12,217,449
|
||||||
Matthew
W. Chapman
|
205,083,018
|
645,410
|
||||||
Wade
F. Meyercord
|
205,068,605
|
659,823
|
|
(2)
|
Approval
of the proposal to amend the Company’s 2004 Equity Incentive
Plan:
|
For
|
Against
|
Withheld/Abstain
|
Broker
Non-Votes
|
|||||||||||
183,449,159
|
8,354,689
|
349,181
|
13,575,399
|
|
(3)
|
Approval
of 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, 2008:
|
For
|
Against
|
Withheld/Abstain
|
Broker
Non-Votes
|
|||||||||||
204,815,696
|
831,966
|
80,766
|
-0-
|
MICROCHIP
TECHNOLOGY INCORPORATED
|
|
Date: November
7, 2007
|
By:
/s/
Gordon W. Parnell
|
Gordon
W.
Parnell
|
|
Vice
President and Chief
Financial Officer
|
|
(Duly
Authorized Officer,
and
|
|
Principal
Financial
and Accounting Officer)
|
GRANTEE
|
MICROCHIP
TECHNOLOGY INCORPORATED
|
_________________________________
|
By
_____________________________________
|
Signature
|
Steve
Sanghi, President and CEO
|
_________________________________
|
|
Print
Name
_________________________________
|
|
Date
|
GRANTEE
|
MICROCHIP
TECHNOLOGY INCORPORATED
|
______________________________________
|
By
_____________________________________
|
Signature
|
Steve
Sanghi, President and CEO
|
______________________________________
|
|
Print
Name
______________________________________
|
|
Date
|
1.
|
I
have reviewed this Form 10-Q of Microchip Technology
Incorporated;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such
statements
were made, not misleading with respect to the period covered by
this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and l5d-l5(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including
its
consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such
internal
control over financial reporting to be designed under our supervision,
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;
|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
(d)
|
Disclosed
in this report any change in the registrant's internal control
over
financial reporting that occurred during the registrant's most
recent
fiscal quarter (the registrant's fourth fiscal quarter in the case
of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
|
5.
|
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of the registrant's
Board of Directors (or persons performing the equivalent
functions):
|
(a)
|
All
significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability
to record,
process, summarize and report financial information;
and
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
|
Date: November
7, 2007
|
|
/s/
Steve Sanghi
|
|
Steve
Sanghi
|
|
President
and CEO
|
1.
|
I
have reviewed this Form 10-Q of Microchip Technology
Incorporated;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such
statements
were made, not misleading with respect to the period covered by
this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and l5d-l5(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including
its
consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such
internal
control over financial reporting to be designed under our supervision,
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;
|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
(d)
|
Disclosed
in this report any change in the registrant's internal control
over
financial reporting that occurred during the registrant's most
recent
fiscal quarter (the registrant's fourth fiscal quarter in the case
of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
|
5.
|
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of the registrant’s
Board of Directors (or persons performing the equivalent
functions):
|
(a)
|
All
significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability
to record,
process, summarize and report financial information;
and
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
|
Date: November
7, 2007
|
|
/s/
Gordon W. Parnell
|
|
Gordon
W. Parnell
|
|
Vice
President and CFO
|
|
By:
|
/s/
Steve
Sanghi
|
Name:
|
Steve
Sanghi
|
Title:
|
President
and Chief Executive Officer
|
Date:
|
November
7, 2007
|
By:
|
/s/ Gordon
W.
Parnell
|
Name:
|
Gordon
W. Parnell
|
Title:
|
Vice
President and Chief Financial Officer
|
Date:
|
November
7, 2007
|