United States securities and exchange commission logo
February 6, 2024
Eric Bjornholt
Senior Vice President and Chief Financial Officer
MICROCHIP TECHNOLOGY INCORPORATED
2355 W. Chandler Blvd
Chandler, AZ 85224
Re: MICROCHIP
TECHNOLOGY INCORPORATED
Form 10-K for the
fiscal year ended March 31, 2023
Filed May 25, 2023
Form 8-K furnished
February 1, 2024
File No. 000-21184
Dear Eric Bjornholt:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended March 31, 2023
Note 2. Net Sales, page F-17
1. We note that in your
Investor Presentations included on your website, and on your
earnings call for the
fourth quarter of fiscal 2023, you discuss revenue by end market for
fiscal 2023 and 2022
for industrial, data center and computing, consumer appliance,
automotive, and
communications infrastructure. Please tell us your consideration of
disclosing the revenues
recognized for each end market in the notes to the financial
statements as
disaggregated revenue under the guidance in ASC 606-10-50-5. Refer also
to the guidance in ASC
606-10-55-89 through 91.
Note 8. Other Financial Statement Details, page F-28
2. We note that inventory
concerns are discussed throughout the last few quarters earnings
calls. We also note
your comment in the third quarter earnings call that you have been
taking relatively large
charges for inventory reserves based on your accounting policies
Eric Bjornholt
MICROCHIP TECHNOLOGY INCORPORATED
February 6, 2024
Page 2
that you have in place. Please revise future filings to disclose the
amount of any
significant losses that result from the subsequent measurement of
inventory, in accordance
with the guidance in ASC 330-10-50-2.
Form 8-K furnished February 1, 2024
Exhibit 99.1 Earnings Release
Fourth Quarter Fiscal Year 2024 Outlook, page 5
3. We note that your disclosure on page 5 includes non-GAAP guidance for
FY 2024. We
also note you have a column disclosing the range of the non-GAAP
adjustments. Please
revise future filings to include a description of the nature of the
non-GAAP adjustments
included in that amount.
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
Reconciliation of GAAP Operating Income to Non-GAAP Operating Income, page 11
4. We note that your most significant adjustment in these Non-GAAP
reconciliations is for
the amortization of acquired intangible assets. Please revise future
filings to disclose the
nature of what is included in the adjustment and the fact that
although you are removing
the amortization expense in this measure, the revenue associated with
these assets is
included in the measure.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at
202-551-3301 with
any questions.
FirstName LastNameEric Bjornholt Sincerely,
Comapany NameMICROCHIP TECHNOLOGY INCORPORATED
Division of Corporation Finance
February 6, 2024 Page 2 Office of Manufacturing
FirstName LastName