UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
☐
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended March 31, 2023
OR
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to __________
Commission File Number 0-21184
MICROCHIP TECHNOLOGY INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
86-0629024
(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
Trading Symbol
Common Stock, $0.001 Par Value Per Share
MCHP
Securities registered pursuant to Section 12(g) of the Act: None
Name of Each Exchange on Which
Registered
NASDAQ Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☒ Yes ☐ No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐ Yes ☒ No
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☒
Non-accelerated filer
☐
Accelerated filer
☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by
the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-
based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
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, 2022 based upon
the closing price of the common stock as reported by the NASDAQ Global Market on such date was approximately $32.9 billion.
Number of shares of Common Stock, $0.001 par value, outstanding as of May 22, 2023: 545,384,035 shares
Documents Incorporated by Reference
Document
Annual Report on Form 10-K for the fiscal year ended March 31,
2022
Proxy Statement for the 2023 Annual Meeting of Stockholders
(will be filed within 120 days after the end of the fiscal year to
which this report relates)
Part of Form 10-K
II
III
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
FORM 10-K
TABLE OF CONTENTS
PART I
PART II
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
[Reserved]
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
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
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
PART IV
Exhibits and Financial Statement Schedules
Form 10-K Summary
Exhibit Index
Signatures
Power of Attorney
Page
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12
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34
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35
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37
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51
51
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51
52
52
53
57
58
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 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
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MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
Defined Terms(1)
Term
3.922% 2021 Notes
4.333% 2023 Notes
2.670% 2023 Notes
0.972% 2024 Notes
0.983% 2024 Notes
4.250% 2025 Notes
2015 Senior Convertible Debt
2017 Senior Convertible Debt
2020 Senior Convertible Debt
2017 Junior Convertible Debt
ASU
Bridge Loan Facility
CEMs
CHIPS Act
Convertible Debt
Credit Agreement
EAR
EEPROM
EERAM
ESEs
ESG
EURIBOR
Exchange Act
FASB
FPGA
LTSAs
OEMs
PSUs
R&D
Revolving Credit Facility
RF
ROU
RSUs
SARs
SEC
Senior Credit Facilities
Senior Indebtedness
Senior Notes
SRAM
SOFR
SONIA
TCJA
Term Loan Facility
U.S. GAAP
Definition
2021 Senior Secured Notes, matured on June 1, 2021
2023 Senior Unsecured Notes, maturing June 1, 2023
2023 Senior Unsecured Notes, maturing September 1, 2023
2024 Senior Unsecured Notes, maturing February 15, 2024
2024 Senior Unsecured Notes, maturing September 1, 2024
2025 Senior Unsecured Notes, maturing September 1, 2025
2015 Senior Convertible Debt, maturing February 15, 2025
2017 Senior Convertible Debt, maturing February 15, 2027
2020 Senior Convertible Debt, maturing November 15, 2024
2017 Junior Convertible Debt, maturing February 15, 2037
Accounting Standards Update
364-Day Senior Secured bridge credit agreement which provided for a term loan facility
Client engagement managers
CHIPS and Science Act of 2022
2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt,
and 2017 Junior Convertible Debt
Amended and Restated Credit Agreement, dated as of December 16, 2021, among the
Company, as borrower, the lenders from time to time party thereto, and J.P. Morgan Chase
Bank, N.A., as administrative agent
Export Administration Regulation
Electrically erasable programmable read only memory
Electrically erasable random access memory
Embedded solutions engineers
Environmental, social and governance
Euro Interbank Offered Rate
Securities Exchange Act of 1934, as amended
Financial Accounting Standards Board
Field-programmable gate array
Long-term supply agreements
Original equipment manufacturers
RSUs with a market condition or a performance condition, and a service condition
Research and development
$2.75 billion revolving credit facility created pursuant to the Credit Agreement
Radio frequency
Right-of-use
Restricted stock units
Stock appreciation rights
U.S. Securities and Exchange Commission
Revolving Credit Facility and Term Loan Facility
Revolving Credit Facility, 3.922% 2021 Notes, 4.333% 2023 Notes, 2.670% 2023 Notes,
0.972% 2024 Notes, 0.983% 2024 Notes, and 4.250% 2025 Notes
3.922% 2021 Notes, 4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983%
2024 Notes, and 4.250% 2025 Notes
Static random access memory
Secured Overnight Financing Rate
Sterling Overnight Index Average
Tax Cuts and Jobs Act of 2017
$3.00 billion term loan facility available under the Credit Agreement prior to the December
16, 2021 amendment to such agreement
U.S. Generally Accepted Accounting Principles
(1) Certain terms used within this Form 10-K are defined in the above table.
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PART I
This Form 10-K contains certain forward-looking statements that involve risks and uncertainties, including statements
regarding our strategy and future financial performance and those statements identified under "Item 7. 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. In this Form 10-K,
"we," "us," "our," and "Microchip" each refers to Microchip Technology Incorporated and its subsidiaries.
Item 1. Business
Overview
We develop, manufacture and sell smart, connected and secure embedded control solutions used by our customers for a
wide variety of applications. With over 30 years of technology leadership, our broad product portfolio is a Total System
Solution (TSS) for our customers that can provide a large portion of the silicon requirements in their applications. TSS is a
combination of hardware, software and services which help our customers increase their revenue, reduce their costs and
manage their risks compared to other solutions. Our synergistic product portfolio empowers disruptive growth trends,
including 5G, data centers, sustainability, Internet of Things (IoT) and edge computing, advanced driver assist systems (ADAS)
and autonomous driving, and electric vehicles, in key end markets such as automotive, aerospace and defense,
communications, consumer appliances, data centers and computing, and industrial.
Business and Macroeconomic Environment
In the first half of fiscal 2021, the COVID-19 pandemic initially resulted in a global disruption in economic activity by
adversely affecting production, creating supply chain and market disruption, and adversely impacting businesses and
individuals. However, in the second half of fiscal 2021, business conditions were unexpectedly strong as businesses and
individuals adapted to the effects of the pandemic. In response to global supply constraints, we worked to mitigate the
impact of the pandemic on our business by qualifying alternative suppliers, increasing our inventory of raw materials, ramping
our internal factories and adding assembly and test capacity to increase our manufacturing capability while securing
additional capacity with our subcontractors wherever possible. Strong customer demand for our products continued to
outpace capacity in fiscal 2022 and fiscal 2023. However, in recent months, many of our customers felt the effects of slowing
economic activity and increasing business uncertainty and customer requests to push out or cancel backlog increased in the
March 2023 quarter. Consistent with the slowing macroeconomic environment, and the growth in our inventory, we have
paused most of our factory expansion activity, reduced our planned capital investments for fiscal 2024, and taken steps to
lower our inventory in the coming quarters. We are unable to predict the timing or impact of any such slowdown on our
business.
In order to provide prioritized capacity to our customers, we launched our Preferred Supply Program in February 2021,
which provides our customers with prioritized capacity beginning six months after the customer places an order for 12
months of continuous, non-cancellable and non-reschedulable backlog. Although orders under such program cannot be
cancelled or rescheduled by the customer, in recent periods, we have accommodated requests by customers to push-out
certain orders to help them manage inventory levels and, in some cases, to help other customers that are experiencing supply
shortages. Since the March 2022 quarter, we have been entering into long-term supply agreements (LTSAs) with certain of
our customers for products that will be shipped in future periods. We also entered into certain LTSAs with key suppliers.
In response to the pandemic, we have taken proactive preventative measures to enable a safe environment for our
employees and operation of our manufacturing sites. While our global manufacturing sites have been fully operational in
recent periods, we strategically implemented plans intended to provide more assurance of business continuity in the event
severe outbreaks or government requirements were to impact our operations.
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Industry Background
Competitive pressures require OEMs to expand product functionality and provide differentiation while maintaining or
reducing cost. To address these requirements, manufacturers often use integrated circuit-based embedded control systems
that enable them to:
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• make systems safer to operate
add security to their products
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decrease time to market for their products
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significantly reduce product cost
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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
Embedded control systems have been incorporated into thousands of products and subassemblies in a wide variety of
applications and markets worldwide, including:
actuators
applications requiring touch buttons, touch screens and graphical user interfaces
automotive access control
automotive comfort, safety, information and entertainment applications
avionics
communication infrastructure systems
consumer electronics
defense and military hardware
electric vehicles
handheld tools
home and building automation
industrial automation
large and small home appliances
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• medical devices
• motor controls
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• wireless communication
portable computers and accessories
power supplies
residential and commercial security systems
robotics
routers and video surveillance systems
satellites
smart home and IoT edge devices
smart meters and energy monitoring
storage and server systems
touch control
Embedded control systems typically incorporate a mixed-signal microcontroller, microprocessor or FPGA as the principal
active, and sometimes sole, component. A mixed-signal 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 mixed-signal
microcontroller, a complete embedded control system often incorporates application-specific software, various analog,
mixed-signal, timing, connectivity, security and non-volatile memory components such as EEPROMs and Flash memory.
The increasing demand for embedded control systems has made the market for mixed-signal microcontrollers a
significant segment of the semiconductor market at $26.9 billion1 in calendar year 2022. Mixed-signal microcontrollers are
primarily available in 8-bit through 32-bit architectures. 8-bit mixed-signal microcontrollers remain very cost-effective and
easy to use for a wide range of high-volume embedded control applications and, as a result, continue to represent a
significant portion of the overall mixed-signal microcontroller market. 16-bit and 32-bit mixed-signal microcontrollers provide
higher performance and functionality, and are generally found in more complex embedded control applications. FPGAs are
programmable integrated circuits that are used to implement complex logic functions and can be re-programmed at any time,
allowing for multiple implementations and revisions during or after the customer system is manufactured. Some versions of
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FPGAs also include a mixed-signal microcontroller or microprocessor core to provide additional system on chip functionality to
compute intensive tasks. The analog segment of the semiconductor market was $93.8 billion1 in calendar year 2022, and this
market is fragmented into a large number of sub segments.
1Source: 2022 Gartner Worldwide Semiconductor Market Share by End Market
Our Products
Our strategic focus is on providing 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.
Mixed-signal Microcontrollers
We offer a broad family of proprietary general purpose mixed-signal microcontroller products, with significant analog and
mixed-signal functionality incorporated within them, which are marketed under multiple brand names. We believe that our
mixed-signal microcontroller product families provide leading function and performance characteristics in the worldwide
market. We target the 8-bit, 16-bit, and 32-bit mixed-signal microcontroller and 32-bit embedded mixed-signal
microprocessor markets. We also offer specialized mixed-signal microcontrollers for automotive, industrial, computing,
communications, lighting, power supplies, motor control, human machine interface, security, wired connectivity and wireless
connectivity applications.
We leverage our circuit design, process technologies, development tools, applications knowledge, and manufacturing
experiences to enable our customers to implement various embedded control functions in their end systems with our mixed-
signal microcontrollers.
Analog
Our analog product line consists of several families including power management, linear, mixed-signal, high voltage,
thermal management, discrete diodes and MOSFETS, RF, drivers, safety, security, timing, USB, ethernet, wireless and other
interface products.
We market and sell our analog product line into our mixed-signal microcontroller, microprocessor and FPGA customer
base, and to customers who use mixed-signal microcontrollers and FPGA products from other suppliers and to customers who
use other products that may not fit our traditional mixed-signal microcontroller, FPGA and memory products customer base.
Other
Our other product line includes FPGA products, royalties associated with licenses for the use of our SuperFlash and other
technologies, sales of our intellectual property, fees for engineering services, memory products, timing systems,
manufacturing services (wafer foundry and assembly and test subcontracting), legacy application specific integrated circuits,
and products for aerospace applications.
Our FPGA products were primarily acquired as a part of our acquisition of Microsemi Corporation (Microsemi) in May
2018. Our portfolio of non-volatile FPGAs are recognized for their low power, high security and extended reliability. We
market and sell our FPGA products and related solutions into a broad range of applications within the industrial, automotive,
defense, aviation, space and communications markets.
Our technology licensing business generates license fees and royalties associated with technology licenses for the use of
our SuperFlash® embedded flash and other technologies. We also generate fees for engineering services related to these
technologies. We license our Non-Volatile Memory technologies to foundries, integrated device manufacturers and design
partners throughout the world for use in the manufacture of their advanced mixed-signal microcontroller products, gate
array, RF, analog and neuromorphic compute products that require embedded non-volatile memory.
Our memory products consist of EEPROMs, Serial Flash memories, Parallel Flash memories, Serial SRAM memories and
EERAMs. Serial EEPROMs, Serial Flash memories, Serial SRAMs and EERAMs 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 mixed-signal microcontroller offerings.
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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 our mixed-signal microcontroller, FPGA and microprocessor products for specific
applications and, we believe, they are an important factor for facilitating design wins.
Our family of development tools for our mixed-signal microcontroller, FPGA and microprocessor products range from
entry-level systems, which include an assembler or a compiler 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 mixed-signal microcontroller devices in our portfolio.
Many independent companies also develop and market application development tools that support our mixed-signal
microcontroller and microprocessor product architectures, including an extensive amount of third-party tool suppliers whose
products support our mixed-signal microcontroller architectures.
We believe that familiarity with and adoption of development tools from Microchip as well as from 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 mixed-signal microcontrollers.
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 (such as
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 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 Microsemi and other companies that outsourced all or
substantial portions of their manufacturing. We comply with several quality systems, including: ISO9001 (2015 version),
IATF16949 (2016 version), AS9100 (2016 version), and TL9000.
Refer to "Item 2. Properties" for further information regarding the location and principal operations of our manufacturing
facilities.
Wafer Fabrication
Fab 2 currently produces 8-inch wafers and supports various manufacturing process technologies, and predominantly
utilizes our 0.25 microns to 1.0 microns processes. During fiscal 2023, we increased Fab 2's capacity to support more
advanced technologies by implementing process improvements, upgrading existing equipment, and adding equipment.
Fab 4 currently produces 8-inch wafers using predominantly 0.13 microns to 0.5 microns manufacturing
processes. During fiscal 2023, we continued our multi-year $800 million expansion and capital equipment investment plan to
increase Fab 4's capacity to support more advanced technologies by implementing process improvements, upgrading existing
equipment, and adding new equipment and two clean rooms. A significant amount of additional clean room capacity in Fab 4
has been brought on line to support incremental wafer fabrication capacity needs.
Fab 5 currently manufactures discrete and specialty products in addition to a lower volume of a diversified set of
standard products on 6-inch wafers. In February 2023, we announced our plan to invest $880 million over the next several
years to expand our silicon carbide (SiC) and silicon production capacity, including the production of 8-inch wafers, at our Fab
5 facility.
We believe the combined capacity of Fab 2, Fab 4, and Fab 5 will allow us to respond to future demand for internally
fabricated products with incremental capital expenditures.
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As a result of our acquisition of Microsemi, we acquired several smaller wafer fabrication facilities, which utilize older
technologies that are appropriate for the discrete products they manufacture. We currently plan to continue to operate
these fabrication facilities with modest investment to keep them operational with the exception of the facility in Santa Clara,
California, which we closed in fiscal 2022.
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 augment our internal manufacturing capabilities by outsourcing a significant portion of our wafer production
requirements to third-party wafer foundries. As a result of our acquisitions, we have become more reliant on outside wafer
foundries for our wafer fabrication requirements. In fiscal 2023, approximately 63% of our sales came from products that
were produced at outside wafer foundries.
Assembly and Test
We perform product assembly and test at various facilities located around the world. During fiscal 2023, we increased
capacity at our Thailand and Philippines facilities to support more technologies by making process improvements, upgrading
existing equipment, and adding equipment. During fiscal 2023, approximately 59% of our assembly requirements were being
performed in our internal facilities and approximately 67% of our test requirements were performed in internal facilities. We
use third-party assembly and test contractors for the balance of our assembly and test requirements. We plan to continue to
invest in assembly and test equipment to increase our internal capacity capabilities and transition certain outsourced
assembly and test capacity to our internal facilities.
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 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 or above 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. Refer to Note 3 for a summary of our
long-lived assets, consisting of property, plant and equipment and right-of-use assets, by geography.
We have many suppliers of raw materials and subcontractors that 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.
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 CEMs, ESEs, and sales managers have technical degrees or backgrounds and have been
previously employed in high technology environments. We believe that the technical and business 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
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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 or through online webcasts.
Our licensing division has dedicated sales, technology, design, product, test and reliability personnel that support the
requirements of our licensees.
For information regarding our 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 2023 and fiscal 2022, we derived 47% and 48%, respectively, of our net sales through distributors compared to
53% and 52%, respectively, of our net sales from customers serviced directly by us. With the exception of Arrow Electronics,
our largest distributor, which made up 11% of our net sales, no other distributor or direct customer accounted for more than
10% of our net sales in fiscal 2023. In fiscal 2022, no distributor or direct customer accounted for more than 10% of our net
sales.
Generally, we do not have long-term agreements with our distributors and we, or our distributors, may terminate our
relationships with each other with little or no advance notice, with the exception of orders placed under our Preferred Supply
Program or otherwise designated as non-cancellable. 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.
Competition
The semiconductor industry is intensely competitive and has historically been characterized by price erosion and rapid
technological change. We compete with major domestic and international semiconductor companies, some 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
field programmability
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• memory density
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low power consumption
extended voltage ranges
reliability
security and functional safety
packaging alternatives
comprehensive suite of development tools
We believe that other important competitive factors in the embedded control market include:
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our broad product portfolio offers a Total System Solutions through a combination of hardware, software and
services
ease of use
functionality of application development systems
hardware, software and tool compatibility within product families to increase migration flexibility
dependable delivery, quality and availability
technical and innovative service and support
time to market
total solution cost
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•
reference design
We believe that we compete favorably with other companies on all of these factors, but we may be unable to compete
successfully in the future, which could harm our business.
Patents, Licenses and Trademarks
We maintain a portfolio of U.S. and foreign patents, expiring on various dates from 2023 through 2042. 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 in-bound and outbound 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. Licensees of our technology may become unable to pay, and have in the past and are
currently disputing their obligations to pay us royalties or fees. Litigation, arbitration or other proceedings, which could result
in substantial costs and require significant attention from management, has been and is expected to 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, the necessity of engaging in defensive legal proceedings, or any negative results of these proceedings
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 result in an increase in capital expenditures such
as acquiring costly equipment or 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,
technological changes, or weather, 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.
Human Capital Resources
Our Employees
We invest in our highly-skilled global workforce of approximately 22,600 people in accordance with our Guiding Value:
employees are our greatest strength. We believe that our culture, values, and organizational development and training
programs provide an inclusive work environment where our employees are empowered and engaged to deliver the best
embedded control solutions to our customers.
Culture and Core Values
Before Microchip went public in 1993, Microchip created a cultural framework to unite its employees through shared
workplace values, and to guide employees’ strategies, decisions, actions and job performance. Microchip’s culture is centered
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on a values-based, highly-empowered, continuous-improvement oriented approach. This corporate culture strengthens our
business, and enables us to fulfill our purpose. Our focus on communication aims to provide transparency among leadership,
to promote trust among employees, and is a critical part of Microchip’s culture. Our culture is important to our employees,
and is a key reason why we have had a strong worldwide retention rate for many years, and have a significant number of
employees with long tenure with Microchip that have grown from individual contributors in the early stages of their careers
into senior leadership positions today. This long tenure among our employee-base results in deep relationships and trust
being built among colleagues, retention of our knowledge base, and continuation of our culture. More information on our
Guiding Values can be found at www.microchip.com/en-us/about/investors/investor-information/mission-statement.
We promote employee adoption of our culture through a number of methods including training, mentorship, values-
based performance reviews, employee engagement surveys, company-wide quarterly meetings, town hall meetings with the
President and Chief Executive Officer and other executive team members, and an open-door policy of communication where
employees are encouraged to interact directly with management.
Training and Development
Microchip’s culture focuses on continuous improvement. We provide training on our culture, management skills,
communication, technical skills, and personal improvement. Microchip also has a leadership program that provides for the
growth and development of its future leaders. This program helps us develop leaders that serve as role models of Microchip
culture, and support empowerment and open communication.
Compensation Programs
We strive to provide competitive pay and benefits, that help meet the varying needs of our employees. Our total
compensation package includes base pay, broad-based stock grants and bonuses, healthcare and retirement plans, employee
stock purchase plans, paid time off and family leave.
Executive Officers of the Registrant
The following sets forth certain information regarding our executive officers as of April 30, 2023:
Name
Ganesh Moorthy
Steve Sanghi
J. Eric Bjornholt
Stephen V. Drehobl
Richard J. Simoncic
Age
63
67
52
61
59
Position
President, Chief Executive Officer, and Director
Executive Chair
Senior Vice President and Chief Financial Officer
Senior Vice President, MCU8 and MCU16 Business Units
Executive Vice President, Analog Power and Interface Business Units
Mr. Moorthy was appointed as Chief Executive Officer in March 2021 and to the Board of Directors in January 2021. Mr.
Moorthy has served as President since February 2016 and 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 and serves on the Audit Committee of the Board and as the Nominating and Governance Committee
Chairperson.
Mr. Sanghi transitioned to Executive Chair in March 2021. He served as Chief Executive Officer from October 1991 to
March 2021 and as Chair 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. Mr. Sanghi served
on the Board of Directors of Myomo, Inc., a publicly traded commercial stage medical robotics company that offers expanded
mobility for those suffering from neurological disorders and upper-limb paralysis, from November 2016 through October
2019. Mr. Sanghi served on the board of Mellanox Technologies Ltd., a publicly traded supplier of end-to-end Ethernet and
InfiniBand intelligent interconnect solutions and services for servers, storage, and hyper-converged infrastructure, from
February 2018 through April 2020. Mr. Sanghi was elected to the Board of Directors of Impinj, Inc. in March 2021 and
assumed the role of Board Chair in June 2022.
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Mr. Bjornholt was promoted to Senior Vice President in 2019 and 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 was promoted to Senior Vice President in 2019 and has served as Vice President of the MCU8 business unit
and various other divisions and business units 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. Simoncic was promoted to Executive Vice President in April 2023 and has served as Vice President, Analog Power and
Interface Business Units 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.
Available Information
Microchip Technology Incorporated was incorporated in Delaware in 1989. 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 SEC:
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our annual report on Form 10-K
our quarterly reports on Form 10-Q
our current reports on Form 8-K
our proxy statement
any amendments to the above-listed reports filed or furnished pursuant to Sections 13(a) or 15(d) of the
Exchange Act
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.
Item 1A. Risk Factors
When evaluating Microchip and its business, you should give careful consideration to the factors below, as well as the
information provided elsewhere in this Form 10-K and in other filings we make with the SEC.
Risk Factor Summary
Risks Related to Our Business, Operations, and Industry
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impact of global economic conditions on our operating results, net sales and profitability;
impact of economic conditions on the financial viability and performance of our licensees, customers,
distributors, or suppliers;
impact of price increases, increased tariffs, raw material availability or other factors affecting our suppliers;
dependence on wafer foundries and other contractors by our licensees and ourselves;
dependence on foreign sales, suppliers, and operations, which exposes us to foreign political and economic risks;
dependence on orders received and shipped in the same quarter, limited visibility to product shipments other
than those shipped through our Preferred Supply Program or LTSAs;
intense competition in the markets we serve, leading to pricing pressures, reduced sales or market share;
ineffective utilization of our manufacturing capacity or failure to maintain manufacturing yields;
inability to achieve expected returns from capacity expansions;
impact of seasonality and wide fluctuations of supply and demand in the industry;
dependence on distributors;
ability to introduce new products on a timely basis;
business interruptions affecting our operations or that of key vendors, licensees or customers;
technology licensing business exposes us to various risks;
reliance on sales into governmental projects, and compliance with associated regulations;
risks related to grants from, or tax arrangements with, governments, agencies and research organizations;
ability to realize anticipated benefits from completed or future acquisitions or divestitures;
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future impairments to goodwill or intangible assets;
our failure to maintain proper and effective internal control and remediate future control deficiencies;
customer demands to implement business practices that are more stringent than legal requirements;
ability to attract and retain qualified personnel; and
the occurrence of events for which we are self-insured, or which exceed our insurance limits.
Risks Related to Cybersecurity, Privacy, Intellectual Property, and Litigation
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attacks on our IT systems, interruptions in our IT systems, our products or our improper handling of data;
risks related to compliance with privacy and data protection laws and regulations;
risks related to legal proceedings, investigations or claims;
risks related to contractual relationships with our customers; and
protecting and enforcing our intellectual property rights.
Risks Related to Taxation, Laws and Regulations
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impact on our reported financial results by new accounting pronouncements or changes in existing accounting
standards and practices;
the issuance of new export controls or trade sanctions, fines, restrictions or delays in our ability to export or
import products, or increase costs associated with the manufacture or transfer of products;
outcome of future examinations of our income tax returns;
exposure to greater than anticipated income tax liabilities, changes in or the interpretation of tax rules and
regulations including the TCJA, or unfavorable assessments from tax audits;
impact of the legislative and policy changes implemented globally by the current or future administrations;
impact of stringent environmental, climate change, conflict-free minerals and other regulations or customer
demands;
ESG considerations; and
requirement to fund our foreign pension plans.
Risks Related to Capitalization and Financial Markets
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impact of various factors on our future trading price of our common stock;
fluctuations in the amount and timing of our common stock repurchases;
our ability to effectively manage current or future debt;
our ability to generate sufficient cash flows or obtain access to external financing;
impact of conversion of our convertible debt on the ownership interest of our existing stockholders; and
fluctuations in foreign currency exchange rates.
Risks Related to Our Business, Operations, and Industry
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, public health or political conditions in the U.S. or internationally, including uncertain
economic conditions in U.S., China and Europe, increases in interest rates, high inflation or instability in the
banking sector;
disruptions in our business, our supply chain or our customers' businesses due to public health concerns
(including viral outbreaks such as COVID-19), cybersecurity incidents, terrorist activity, armed conflict, war
(including Russia's invasion of Ukraine), worldwide oil prices and supply, fires, natural disasters or disruptions in
the transportation system;
the level of order cancellations or push-outs due to uncertain economic conditions or other factors;
availability of raw materials including rare earth minerals, supplies and equipment due to supply chain
constraints or other factors;
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;
our ability to continue to increase our factory capacity as needed to respond to changes in customer demand;
our ability to secure sufficient wafer foundry, assembly and testing capacity;
increased costs and availability of raw materials, supplies, equipment, utilities, labor, and/or subcontracted
services for wafers, assembly and test;
changes in demand or market acceptance of our products and products of our customers, and market
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fluctuations in the industries into which such products are sold;
trade restrictions and increase in tariffs, including those on business in China, or focused on specific companies;
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;
changes or fluctuations in customer order patterns and seasonality;
changes in tax regulations in countries in which we do business;
new accounting pronouncements or changes in existing accounting standards and practices;
levels of inventories held by our customers and the customers of our distributors;
risk of excess and obsolete inventories;
competitive developments including pricing pressures;
unauthorized copying of our products resulting in pricing pressure and loss of sales;
our ability to successfully transition to more advanced process technologies to reduce manufacturing costs;
the level of orders that are received and can be shipped in a quarter, including the impact of product lead times;
the level of sell-through of our products through distribution or resale;
our ability to continue to realize the expected benefits of our past or future acquisitions;
fluctuations in our mix of product sales;
announcements of other significant acquisitions by us or our competitors;
costs and outcomes of any current or future tax audits or any litigation, investigation or claims involving
intellectual property, our Microsemi acquisition, customers or other issues; and
property damage or other losses, whether or not covered by insurance.
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Period-to-period comparisons of our operating results are not necessarily meaningful and 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. Uncertain global economic and public health conditions, such as the COVID-19 pandemic, have caused
and may in the future cause our operating results to fluctuate significantly and make comparisons between periods less
meaningful.
Our operating results may be adversely impacted by the financial viability and performance of our licensees, customers,
distributors, or suppliers.
We regularly review the financial viability and performance of our licensees, customers, distributors and suppliers. Any
downturn in global or regional economic conditions, as a result of rising interest rates, high inflation, instability in the banking
sector, the enactment of broad sanctions by the U.S. or other countries against Russia or China, the COVID-19 pandemic or
other factors, may adversely impact their financial viability. The financial failure of a large licensee, customer, reseller or
distributor, an important supplier, or a group thereof, could have an adverse impact on our operating results and could result
in our inability to collect our accounts receivable balances, higher allowances for credit losses, and higher operating costs as a
percentage of net sales. Also, these parties may not comply with their contractual commitments, or may interpret them
differently than we do, which could lead to termination of their performance with little or no notice to us, which could limit
our ability to mitigate our exposure. If one of our counterparties becomes insolvent, files for bankruptcy, has business
leverage, or stronger contractual terms, then our ability to recover any losses suffered as a result of that counterparty's
cessation of performance may be limited by their liquidity, the applicable laws, or their willingness to negotiate a resolution.
In the event of such default or cessation of performance, we could incur significant losses, which could have a material
adverse effect on our business, results of operations, or financial condition.
We have various arrangements with financial institutions for our cash deposits, and other banking activities, that subject
us to risk if such institutions were to experience financial or regulatory difficulties. As a result, we may experience losses on
our holdings of cash and cash equivalents due to failures of financial institutions or other related parties.
We may lose sales if suppliers of raw materials, components or equipment fail to meet our or our customers' needs,
increase prices, are impacted by increases in tariffs, or such raw materials, components or equipment become restricted or
unavailable.
Our manufacturing operations require raw and processed materials and equipment that must meet exacting standards.
We generally have multiple sources for these supplies, but there may be a limited number of suppliers capable of meeting our
standards. We have experienced supply shortages from time to time in the past, and on occasion our suppliers have told us
they need more time to fill our orders, that they cannot fill certain orders, that they will no longer support certain equipment
with updates or parts, or that they are increasing prices. In particular, in fiscal 2023 and in fiscal 2022, we experienced
increased prices at certain suppliers for certain materials required for production purposes. Such conditions may continue.
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An interruption of any materials or equipment sources, or the lack of supplier support for a particular piece of equipment,
could harm our business. The supplies necessary for our business could become more difficult to obtain as worldwide use of
semiconductors increases, or due to supply chain disruptions, trade restrictions or political instability. Additionally,
consolidation in our supply chain due to mergers and acquisitions may reduce the number of suppliers or change our
relationships with them. Also, the reduced availability of necessary labor, the application of sanctions, trade restrictions or
tariffs by the U.S. or other countries or the impact of the COVID-19 pandemic, may adversely impact the industry supply
chain. For example, in 2019, the U.S. government increased tariffs on U.S. imports with China as their country of origin.
Likewise, the China government increased tariffs on China imports with U.S. as their country of origin. We have taken steps to
attempt to mitigate the costs of these tariffs on our business. Although these increases in tariffs did not significantly increase
the operating costs of our business, they did, however, adversely impact demand for our products during fiscal 2020 and fiscal
2019. The additional tariffs imposed on components or equipment that we or our suppliers source from China will increase
our costs and could have an adverse impact on our operating results in future periods. We may also incur increases in
manufacturing costs in mitigating the impact of tariffs on our operations. This could also impair sourcing flexibility.
Our customers may also be adversely affected by these same issues. The labor, supplies and equipment necessary for
their businesses could become more difficult to obtain for various reasons not limited to business interruptions of suppliers,
reduced availability of labor, consolidation in their supply chain, or sanctions, trade restrictions or tariffs or the impact of the
COVID-19 pandemic that impair sourcing flexibility or increase costs. If our customers are not able to produce their products,
then their need for our products will decrease. Such interruptions of our customers’ businesses could harm our business.
We do not, nor have we historically, purchased significant amounts of equipment from Russia, Belarus, or Ukraine.
However, the semiconductor industry, and purchasers of semiconductors, use raw materials that are sourced from these
regions, such as neon, palladium, cesium, rubidium, and nickel. If we, or our direct or indirect customers, are unable to obtain
the requisite raw materials or components needed to manufacture products, our ability to manufacture products, or demand
for our products, may be adversely impacted. This could have a material adverse effect on our business, results of operations
or financial condition. While there has been an adverse impact on the world’s palladium, neon, cesium, and rubidium supply
chains, at this time, our supply chains have been able to meet our needs. While sales of our products into the regions, and to
customers that sell into these regions, have been negatively impacted by the Russian invasion of Ukraine, at this time, we
have not experienced a material impact on our business, results of operations or financial conditions.
Additionally, certain materials are primarily available in a limited number of countries, including rare earth elements,
minerals, and metals. Trade disputes, geopolitical tensions, economic circumstances, political conditions, or public health
issues, such as COVID-19, may limit our ability to obtain materials or equipment. Although rare earth and other materials are
generally available from multiple suppliers, China is the predominant producer of certain of these materials. If China were to
restrict or stop exporting these materials, our suppliers' ability to obtain such supply may be constrained and we may be
unable to obtain sufficient quantities, or obtain supply in a timely manner, or at a commercially reasonable cost. Constrained
supply of rare earth elements, minerals, and metals may restrict our ability to manufacture certain of our products and make
it difficult or impossible to compete with other semiconductor memory manufacturers who are able to obtain sufficient
quantities of these materials from China or other countries.
We are dependent on wafer foundries and other contractors, as are our SuperFlash and other licensees.
We rely on outside wafer foundries for a significant portion of our wafer fabrication needs. Specifically, during fiscal 2023
and fiscal 2022, approximately 63% and 60%, respectively, of our net sales came from products that were produced at outside
wafer foundries. We also use several contractors for a portion of the assembly and testing of our products. Specifically,
during fiscal 2023, approximately 41% of our assembly requirements and 33% of our test requirements were performed by
third-party contractors compared to approximately 41% of our assembly requirements and 36% of our test requirements
during fiscal 2022. Due to increased demand for our products, we took actions in fiscal 2023 and fiscal 2022 to increase our
capacity allocation from our wafer fabrication, assembly and test subcontractors. However, we expect foundry capacity may
continue to be limited for certain process technology nodes and there can be no assurance that we will be able to secure the
necessary allocation of capacity from our wafer foundries and other contractors, that any such additional capacity will have
the ability to manufacture the process technologies that we need, or that such capacity will be available on acceptable terms.
Although we are continuing to expand our internal wafer fabrication, assembly and test capacity, we expect that our reliance
on third-party contractors may increase over time as our business grows, and any inability to secure necessary external
capacity could adversely affect our operating results.
As our manufacturing subcontractors move to more advanced process technologies over time, we may find that they do
not invest in some of the trailing edge process technologies on which a large portion of our products are manufactured. If this
occurs, it may limit the amounts of net sales that we can achieve or require us to make significant investments to be able to
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manufacture these products in our own existing facilities, at new facilities or at other foundries and assembly and testing
contractors. In August 2022, the U.S. government passed the CHIPS Act to provide billions of dollars of cash incentives and a
new investment tax credit to increase domestic manufacturing capacity in our industry. We expect to receive the cash benefit
associated with the investment tax credit for qualifying capital expenditures in future periods and expect to apply for other
incentives provided by the legislation; however, there can be no assurance that we will receive any such other incentives,
what the amount and timing of any incentive we receive will be, as to which other companies will receive incentives and
whether the legislation will have a positive or negative impact on our competitive position.
Our use of third parties reduces our control over the subcontracted portions of our business. Our future operating results
could suffer if a significant contractor were to experience production difficulties, insufficient capacity, decreased
manufacturing, reduced availability of labor, assembly and test yields, or increased costs due to disruptions from political
upheaval, infrastructure disruption or the COVID-19 pandemic. Additionally, our future operating results could suffer if our
wafer foundries and other contractors increase the prices of the products and services that they provide to us. If third parties
do not timely deliver products or services in accordance with our quality standards, we may be unable to qualify alternate
manufacturing sources in a timely manner or on favorable terms, or at all. Additionally, these subcontractors could abandon
processes that we need, or fail to adopt technologies that we desire to control costs. In such event, we could experience an
interruption in production, an increase in manufacturing costs or a decline in product reliability, and our business and
operating results could be adversely affected. Further, use of subcontractors increases the risks of misappropriation of our
intellectual property.
Certain of our SuperFlash and other technology licensees rely on wafer foundries. If our licensees experienced disruption
in supply at such foundries, this would reduce the revenue from our technology licensing business and would harm our
operating results.
We are highly dependent on foreign sales, suppliers, 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 2023, approximately 78% of
our net sales were made to foreign customers, including 21% in China and 14% in Taiwan. During fiscal 2022, approximately
78% of our net sales were made to foreign customers, including 22% in China and 15% in Taiwan.
A strong position in the Chinese market is a key component of our global growth strategy. Although our sales in the
Chinese market were very strong in calendar 2021, competition in China is intense, and China's economic growth slowed in
calendar 2022 and into calendar 2023. In the past, economic weakness in the Chinese market adversely impacted our sales
volumes in China. As discussed above, the trade relationship between the U.S. and China remains challenging, economic
conditions in China remain uncertain, and we are unable to predict whether such uncertainty will continue or worsen in future
periods. Additionally, over the last several years, the impact of unpredictable COVID-19 related lockdowns and the adverse
impact of the rapid transmission of COVID-19 when lock-downs in China were lifted has adversely impacted Chinese
customers and the supply chain. Further, increasing investment in the semiconductor industry by the Chinese government
and various state-owned of affiliated entities are intended to advance China's stated national policy objectives. The Chinese
government may restrict us from participating in the China market, or may prevent us from competing effectively with
Chinese companies. Weakening of foreign markets could result in lower demand for our products, which could have a
material adverse effect on our business, results of operations or financial conditions.
We purchase a substantial portion of our raw materials and equipment from foreign suppliers. Please see the risks
related to access to raw materials, components, or equipment on page 14. In addition, we own product assembly and testing
facilities, and finished goods warehouses near Bangkok, Thailand, which has experienced periods of political instability and
severe flooding in the past. 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 have a test facility in Calamba, Philippines. We use 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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economic uncertainty in the worldwide markets served by us;
political instability, including changes in relations between China and Taiwan which could disrupt the operations
of our Taiwan-based third-party wafer foundries, and subcontractors;
social and economic instability due to public health concerns, wars, or other factors;
trade restrictions and changes in tariffs;
supply chain disruptions or delays;
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potentially adverse tax consequences;
import and export license requirements and restrictions;
changes in laws related to taxes, trade, environmental, health and safety, technical standards and consumer
protection;
restrictions on the transfer of funds, including currency controls in China, which could negatively affect the
amount and timing of certain customer payments, and as a results our cash flows;
currency fluctuations and foreign exchange regulations;
difficulties in staffing and managing international operations;
employment regulations;
disruptions due to cybersecurity incidents;
disruptions in international transport or delivery;
public health conditions (including viral outbreaks such as COVID-19); and
difficulties in collecting receivables and longer payment cycles.
If any of these risks occur or are worse than we anticipate, our sales could decrease and our operating results could
suffer, we could face an increase in the cost of components, production delays, business interruptions, delays in obtaining
export licenses, or denials of such licenses, tariffs and other restrictions, longer payment cycles, increased taxes, restrictions
on the repatriation of funds and the burdens of complying with a variety of foreign laws, any of which could ultimately have a
material adverse effect on our business. Further changes in trade policy, tariffs, additional taxes, or restrictions on supplies,
equipment, and raw materials including rare earth minerals, may limit our ability to produce products, increase our selling
and/or manufacturing costs, decrease margins, reduce the competitiveness of our products, or inhibit our ability to sell
products or purchase necessary equipment and supplies, which could have a material adverse effect on our business, results
of operations, or financial conditions.
We depend on orders that are received and shipped in the same quarter and have limited visibility to product shipments
other than orders placed under our Preferred Supply Program and under our LTSAs.
Our net sales in any given quarter depend upon a combination of shipments from backlog, and orders that are both
received and shipped in the same quarter, which we call 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, our ability to
respond quickly to customer orders has been 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 visibility on future shipments. Turns orders correlate to overall
semiconductor industry conditions and product lead times. Although our backlog has been strong in recent periods due to
favorable industry conditions and the impact of our Preferred Supply Program and our LTSAs, in the future we expect turns
orders to remain important to our ability to meet our business objectives. Because turns orders can be difficult to predict,
especially in times of economic volatility where customers may change order levels within the quarter, varying levels of turns
orders make it more difficult to forecast net sales. The level of turns orders may also decrease in future periods in situations
where customers are holding excess inventory of our products. Our customers may have increased their order levels in recent
previous periods to help ensure they have sufficient inventory of our products to meet their needs, or they may have been
unable to sell their products at their forecasted levels which would reduce our level of turns orders. 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 or effectively manage our
production based on changes in order forecasts, our revenue and operating results will likely suffer.
In February 2021, we announced our Preferred Supply Program and, starting in the first quarter of calendar 2022, we
began entering into LTSAs, which offer our customers the ability to receive prioritized capacity. To participate in the Preferred
Supply Program, customers are expected to place 12 months of orders, which cannot be cancelled or rescheduled by the
customer except in the event of price increases. The capacity priority under the Preferred Supply Program began for
shipments in July 2021. The Preferred Supply Program and the LTSAs are not a guarantee of supply; however, they will
provide the highest priority for those orders which are under these programs, and the capacity priority will be on a first-come,
first-served basis until the available capacity is booked. A significant portion of our capacity is booked under these programs.
We believe these programs will enable us to be in a stronger position to make capacity and raw material commitments to our
suppliers, buy capital equipment with confidence, hire employees and ramp up manufacturing and manufacture products
more efficiently. Since these are relatively new programs, there can be no assurance that the programs will be successful or
that they will provide the benefits we expect to our business. For example, in recent periods, we have accommodated
requests by customers to push-out certain orders to help them manage inventory levels and, in some cases, to help other
customers that are experiencing supply shortages. However, in the event that customers under these programs attempt to
cancel or reschedule orders, or refuse shipment, we may have to take legal or other action to enforce the terms of the
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programs, and any such actions could result in damage to our customer relationships or cause us to incur significant costs.
We may be unable to recover damages from customers that default under these programs. Additionally, as orders under
these programs cannot be cancelled or returned except in the event of price increases, these programs may result in
customers holding excess inventory of our products and thus decrease their need to place new orders, including turns orders,
in later periods.
Intense competition in the markets we serve may lead to pricing pressures, reduced sales or reduced market share.
The semiconductor industry is intensely competitive and faces 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. In addition, some
governments, such as China, may provide, or have provided and may continue to provide, significant assistance financial or
otherwise, to some of our competitors, or to new entrants, and may intervene in support of national industries and/or
competitors. The semiconductor industry has experienced significant consolidation in recent years which has resulted in
several of our competitors becoming much larger in terms of revenue, product offerings and scale. 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, including, but not limited to:
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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;
our ability to obtain adequate foundry and assembly and test capacity and supplies at acceptable prices;
our ability to ramp production and increase capacity as needed, at our wafer fabrication and assembly and test
facilities;
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 applications and the success of such
applications;
the rate at which the markets that we serve redesign and change their own products;
product introductions by our competitors;
the number, nature and success of our competitors in a given market;
our ability to protect our products and processes by effective utilization of intellectual property rights;
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 a product. The average selling
prices of our mixed-signal microcontroller, FPGA products, and proprietary products in our analog product line have remained
relatively constant over time, while average selling prices of our memory and non-proprietary products in our analog product
line have declined over time. The overall average selling price of our products is affected by these trends; however, variations
in our product and geographic mix of sales can cause wider fluctuations in our overall average selling price in any given period.
We have experienced, and may experience in the future, modest pricing declines in certain of our proprietary product
lines, primarily due to competitive conditions. In the past, we have moderated average selling price declines in many of our
proprietary product lines by introducing new products with more features and higher prices. However, we may not be able to
do so in the future. We have experienced in the past, and may experience in the future, competitive pricing pressures on our
memory and non-proprietary products in our analog product line. In fiscal 2023 and fiscal 2022, we experienced cost
increases which we were able to pass on to our customers. However, in the future, we may be unable to maintain average
selling prices due to increased pricing pressure, which could adversely impact our operating results.
We, and our competitors, seek to expand production capacity, increase wafer output, improve yields, and reduce die size,
which could result in significant increases in worldwide supply and downward pressure on prices. Increases in worldwide
supply of semiconductor products, if not accompanied by commensurate increases in demand, could lead to declines in
average selling prices for our products, and could materially adversely affect our business, results of operations, or financial
condition.
Our operating results will suffer if we ineffectively utilize our manufacturing capacity or fail to maintain manufacturing
yields.
Integrated circuits manufacturing processes are complex and sensitive to many factors, including contaminants in the
manufacturing environment or materials used, the performance of our personnel and equipment, and other quality issues. As
is typical in the industry, we have from time to time experienced lower than anticipated manufacturing yields. Our operating
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results will suffer if we are unable to maintain yields at or above approximately the current levels. This could include delays in
the recognition of revenue, loss of revenue, and penalties for failure to meet shipment deadlines. Our operating results are
adversely affected when we operate below normal capacity. In fiscal 2023 and in fiscal 2022, we operated at or above normal
capacity levels.
We may not be able to achieve expected returns from our planned capacity expansions.
We have announced our intent to expand our production capacity in the United States. In particular, we have continued
our multi-year $800 million capacity expansion plan at Fab 4 in Gresham, Oregon and we plan to invest $880 million to expand
our silicon carbide (SiC) and silicon production capacity, including the production of 8-inch wafers at Fab 5 in Colorado Springs,
Colorado.
These expansion projects subject us to a number of risks, including the following:
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availability of necessary funding, which may include external sources;
ability to realize expected grants, investment tax credits, and other government incentives, including through the
CHIPS Act and foreign, state, and local grants;
increases to our cost structure until new production is ramped to adequate scale;
sufficient customer demand to utilize our increased capacity;
ability to timely ramp production in a cost-effective manner;
potential changes in laws or provisions of grants, investment tax credits, and other government incentives;
availability of labor, services, equipment, and construction materials;
ability to complete construction as scheduled, and within budget; and
availability of the necessary workforce to support the expanded capacity.
Investments in capital expenditures for our capacity expansion projects may not generate expected returns, or cash
flows. Significant judgement is required to determine which capital investments will result in optimal returns, and we could
invest in projects that are ultimately less profitable than those projects we do not select. Delays in completion and ramping of
expanded production facilities, or failure to optimize our investment choices, could significantly impact our ability to realize
expected returns on our capital expenditures. Further, adverse impacts to our construction projects could negatively impact
our ability to reduce costs or meet customer demand. Any of the above factors could have a material adverse effect on our
business, results of operations, or financial condition.
Our operating results are impacted by seasonality and wide fluctuations of supply and demand in the industry.
The semiconductor industry is characterized by seasonality and wide fluctuations of supply and demand. Historically,
since a significant portion of our revenue is from international sales and consumer markets, our business generates stronger
revenues in the first half and comparatively weaker revenues in the second half of our fiscal year. However, broad
fluctuations in our business, changes in semiconductor industry and global economic conditions (including the impact of
strong demand in the industry, the COVID-19 pandemic or trade tensions) and our acquisition activity (including our
acquisition of Microsemi) have had and can have a more significant impact on our results than seasonality. In periods when
broad fluctuations, changes in business conditions or acquisitions occur, it is difficult to assess the impact of seasonality on
our business. The semiconductor industry has had significant economic downturns, characterized by diminished product
demand and production over-capacity. We have sought to reduce our exposure to this industry cyclicality by selling
proprietary products, that cannot be 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. In
this regard, in recent months many of our customers felt the effects of slowing economic activity and increasing business
uncertainty and customer requests to push-out or cancel backlog increased in the March 2023 quarter. Consistent with the
slowing macroeconomic environment, and the growth in our inventory, we have paused most of our factory expansion
actions, reduced our planned capital investments for fiscal 2024, and taken steps to lower our inventory in the coming
quarters. We are unable to predict the timing or impact of any such slowdown on our business.
Our business is dependent on distributors to service our end customers.
Sales to distributors accounted for approximately 47% of our net sales in fiscal 2023 and approximately 48% of our net
sales in fiscal 2022. With the exception of orders placed under our Preferred Supply Program and LTSAs, we do not have long-
term purchase agreements with our distributors, and we and our distributors may each terminate our relationship with little
or no advance notice.
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Future adverse conditions in the U.S. or global economies and labor markets or credit markets could materially impact
distributor operations. Any deterioration in the financial condition, or 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, there may be an oversupply and decrease in demand for our products, which could
reduce our net sales in a given period, increase order push-outs, increase inventory returns, and cause us to carry elevated
levels of inventory. For example, in recent periods, we have accommodated requests by customers to push-out certain orders
to help them manage inventory levels and, in some cases, to help other customers that are experiencing supply shortages. As
a result of the foregoing, we may incur charges in connection with obsolete or excess inventory, or we may not fully recover
our costs, which would reduce our gross margins. Violations of the Foreign Corrupt Practices Act, export controls and
sanction laws, or similar laws, by our distributors could have a material adverse impact on our business.
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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effective new product selection;
timely completion and introduction of new product designs;
availability of skilled employees;
procurement of licenses for intellectual property rights from third parties under commercially reasonable terms,
including those that may be needed to offer interoperability between our products and third-party products;
implementation of appropriate technical standards developed by standard setting organizations;
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. 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 others in the industry have, from time to time, experienced difficulties in transitioning to advanced
process technologies and 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.
Business interruptions to our operations or those of our key vendors, licensees or customers 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, licensees or customers may be disrupted due to public health concerns (including outbreaks
such as COVID-19), work stoppages or reduction in available labor, power loss, insufficient water, cyber attacks, computer
network compromises, incidents of terrorism or security risk, political instability, governmental actions, telecommunications,
transportation or other infrastructure failure, radioactive contamination, or fire, earthquake, floods, droughts, 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 we will avoid a significant impact on our business in the event of a business interruption.
For example, in the first three months of fiscal 2023 and in fiscal 2022, COVID-19 related restrictions adversely impacted our
manufacturing operations in the U.S., Philippines and Thailand along with our subcontractors' manufacturing operations in
Malaysia, Taiwan and China. Similar challenges arose for our logistics service providers, which adversely impacted their ability
to ship product to our customers. The pandemic could adversely impact our business in future periods if the impact of
COVID-19 again becomes severe in one or more of our key markets such as China or in areas where our suppliers or
manufacturing operations are located. In the future, local governments could require us to reduce production, cease
operations at any of our facilities, or implement mandatory vaccine requirements, and we could experience constraints in
fulfilling customer orders.
Additionally, operations at our customers and licensees may be disrupted for a number of reasons. In April and May
2020, we received a greater number of order cancellations and requests by our customers to reschedule deliveries to future
dates. Some customers requested order cancellations within our firm order window and claimed applicability of force
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majeure clauses due to the impact of COVID-19. 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.
Also, 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 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
timely shift production to other facilities, and we may need to spend significant amounts to repair or replace our facilities and
equipment. Business interruptions would likely cause 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, cancellation of orders,
or loss of customers. Although we maintain business interruption insurance, such insurance will likely not compensate us for
any losses or damages, and business interruptions could significantly harm our business.
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 such
technologies, to introduce new technologies, and to enforce our license terms. 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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proper identification of licensee requirements;
timely development and introduction of new or enhanced technology;
our ability to protect and enforce our intellectual property rights for our licensed technology, and enforce the
terms of our licenses;
our ability to limit our liability and indemnification obligations to licensees;
availability of development and support services to assist licensees in their design and manufacture of products;
availability of foundry licensees with sufficient capacity to support OEM production; and
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• market acceptance of our customers' end products.
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 reduced production levels which
would adversely affect the revenue that we receive. Our technology license agreements generally include a clause that
indemnifies the licensee against liability and damages (including legal defense costs) arising from certain intellectual property
matters. We could be exposed to substantial liability for claims or damages related to intellectual property matters or
indemnification claims. We have a program to audit the royalty payments made by our licensees to help ensure that the
payments are in accordance with the terms of the applicable license agreements. From time to time, we or our licensees have
contested the amount of royalty payments and related claims could result in significant legal fees and require significant
attention from our management. These issues may adversely impact the success of our licensing business and adversely
affect our future operating results.
Reliance on sales into governmental projects, and compliance with associated regulations, could have a material adverse
effect on our results of operations.
As a result of our Microsemi acquisition, in May 2018, a significant portion of our sales are from or are derived from
government agencies or customers who sell to U.S. government agencies. Such sales are subject to uncertainties regarding
governmental spending levels, spending priorities, regulatory and policy changes. Future sales into U.S. government projects
are subject to uncertain government appropriations and national defense policies and priorities, including the budgetary
process, changes in the timing and spending priorities, the impact of any past or future government shutdowns, contract
terminations or renegotiations, future sequestrations, changes in regulations that we must comply with to be eligible to
accept new contracts, such as the Cybersecurity Maturity Model Certification requirements and mandatory vaccine
requirements, or the impact of the COVID-19 pandemic. For example, in fiscal 2022, as a result of the COVID-19 pandemic,
we experienced suspensions and stop work orders for some of our subcontracts. Additionally, the amendment to the U.S.
National Defense Authorization Act (NDAA) was signed into law on December 23, 2022, and its provisions go into effect in
December 2027. The NDAA amendment prohibits U.S. government agencies from buying semiconductor products or services
manufactured by SMIC, YMTC, CXMT and any other entity that the U.S. government determines is owned, controlled, or
connected to the government of a foreign country of concern (Prohibited Companies). Some of our products are
manufactured at SMIC, and some of our suppliers buy products manufactured at YMTC. If we are unable to alternately source
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or manufacture certain of our products, or discontinue use of products from Prohibited Companies, if any, when the NDAA
amendment goes into effect in December 2027, this could adversely impact our sales to U.S. government agencies and their
prime customers. Although such actions have not yet had a material adverse impact on our business, there can be no
assurance as to the future costs or implications of such actions. Sales into government projects are also subject to
uncertainties related to monetary, regulatory, tax and trade policies implemented by current or future administrations or by
the U.S. Congress.
In the past, Microsemi experienced delays and reductions in appropriations on programs that included its products. For
example, in 2018 there were two federal government shutdowns. Further delays, reductions in or terminations of
government contracts or subcontracts, including those caused by any past or future shutdown of the U.S. federal government,
could materially and adversely affect our operating results. If the U.S. government fails to complete its annual budget
process, provide for a continuing resolution to fund government operations or increase the federal debt limit, another federal
government shutdown may occur, during which we may experience further delays, reductions in or terminations of
government contracts or subcontracts, which could materially and adversely affect our operating results. While we generally
function as a subcontractor in these type of transactions, further changes in U.S. government procurement regulations and
practices, particularly surrounding initiatives to reduce costs or increase compliance obligations (such as the Cybersecurity
Maturity Model Certification and mandatory vaccine requirements), may adversely impact the contracting environment, our
ability to hire and retain employees, and our operating results.
The U.S. government and its contractors may terminate their contracts with us at any time. For example, in 2014, the
U.S. government terminated a $75 million contract with Microsemi. Uncertainty in government spending and termination of
contracts for government related projects could have a material adverse impact on the revenue from our government related
business. Our contracts with U.S. governmental agencies or prime customers require us to comply with the contract terms,
and governmental regulations, particularly for our facilities, systems and personnel that service such customers. To be
awarded new contracts, we may be required to meet certain levels of the Cybersecurity Maturity Model Certification that we
may not meet, or choose to meet. Complying with these regulations, including audit requirements, requires that we devote
significant resources to such matters in terms of training, personnel, information technology and facilities. Any failure to
comply with these requirements may result in fines and penalties, or loss of current or future business, that may materially
and adversely affect our operating results.
From time to time we receive grants from governments, agencies and research organizations, or enter into tax
arrangements. If we are unable to comply with the terms of those grants or arrangements, we may not be able to receive
or recognize benefits or we may be required to repay benefits, recognize related charges, or could be required to implement
certain limitations on our business, which would adversely affect our operating results and financial position.
From time to time, we have received, and may in the future receive, economic incentive grants, tax benefits, and
allowances from national, state and local governments, agencies and research organizations targeted at increasing
employment, production or investment at specific locations. Tax arrangements and subsidy grant agreements typically
contain economic incentive, headcount, capital and research and development expenditures and other covenants that must
be met to receive and retain benefits, and these programs can be subjected to periodic review by the relevant governments.
The CHIPS Act, for example, contains technology licensing restrictions that we may be required to comply with if we receive a
grant under this legislation. Noncompliance with the conditions of the grants or arrangements could result in our forfeiture of
all or a portion of any future amounts to be received, as well as the repayment of all or a portion of amounts received to date.
We may be unable to obtain future incentives to continue to fund a portion of our capital expenditures and operating costs,
without which our cost structure would be adversely impacted. Further, any decrease in amounts received could have a
material adverse effect on our business, results of operations, or financial condition.
We may not fully realize the anticipated benefits of our completed or future acquisitions or divestitures.
We have acquired, and expect in the future to acquire, additional businesses that we believe will complement or
augment our existing businesses. In May 2018, we acquired Microsemi, which was our largest and most complex acquisition
ever. Integration of our acquisitions is complex and may be costly and time consuming and include unanticipated issues,
expenses and liabilities. We may not 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. We may not realize
the expected synergies and cost savings from the integration. There may be increased risk due to integrating financial
reporting and internal control systems. It may be difficult to develop, manufacture and market the products of a newly
acquired company, or grow 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 have been and
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may in the future be subject to claims from terminated employees, shareholders of Microchip or the acquired companies and
other third parties related to the transaction. In particular, in connection with our Microsemi and Atmel acquisitions, we
became involved with third-party claims, litigation, governmental investigations and disputes related to such businesses and
transactions. See "Note 10. Commitments and Contingencies" to our consolidated financial statements for information
regarding such matters which are still pending. 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 share-based compensation expense and other charges that adversely affect our operating results. To fund our
acquisition of Microsemi, we used a significant portion of our cash balances and incurred approximately $8.10 billion of
additional debt. We may fund future acquisitions of new businesses or strategic alliances by utilizing cash, borrowings under
our Revolving Credit Facility, raising debt, issuing shares of our common stock, or other mechanisms.
Further, if we decide to divest assets or a business, it may be difficult to find or complete divestiture opportunities or
alternative exit strategies, which may include site closures, timely or on acceptable terms. These circumstances could delay
the achievement of our strategic objectives or cause us to incur additional expenses with respect to the desired divestiture, or
the price or terms of the divestiture may be less favorable than we had anticipated. Even following a divestiture or other exit
strategy, we may have certain continuing obligations to former employees, customers, vendors, landlords or other third
parties. We may also have continuing liabilities related to former employees, 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 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 products resulting from such transactions or to successfully integrate any technology developed through such
transactions.
As a result of our acquisition activity, including our acquisition of Microsemi in May 2018, our goodwill and intangible
assets increased significantly and we may in the future incur impairments to goodwill or intangible 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 is determined by the
excess of the purchase price over the net identifiable assets acquired. As of March 31, 2023, we had goodwill of $6.67
billion and net intangible assets of $3.37 billion. In connection with the completion of our acquisition of Microsemi in May
2018, our goodwill and intangible assets increased significantly. We review our indefinite-lived intangible assets, including
goodwill, for impairment annually in the fourth fiscal quarter or whenever events or changes in circumstances indicate that
the carrying amount of those assets is more likely than not impaired. Factors that may be considered in assessing whether
goodwill or intangible assets may be impaired 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 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 impairment charges were recorded in fiscal 2023 or in fiscal
2022. We recognized $1.8 million and $3.0 million of intangible asset impairment charges in fiscal 2023 and fiscal 2022,
respectively. If in future periods, we determine that our 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.
If we fail to maintain proper and effective internal control and remediate any future control deficiencies, our ability to
produce accurate and timely financial statements could be impaired, which could harm our operating results, our ability to
operate our business and our reputation with investors.
We have in the past identified a material weakness in our internal controls related to accounting for income taxes and we
also identified a material weakness in our internal controls related to IT system access. Although such material weaknesses
were remediated in fiscal 2020, there can be no assurance that similar control issues will not be identified in the future. If we
cannot remediate future material weaknesses or significant deficiencies in a timely manner, or if we identify additional
control deficiencies that individually or together constitute significant deficiencies or material weaknesses, our ability to
accurately record, process, and report financial information and our ability to prepare financial statements within required
time periods, could be adversely affected. Failure to maintain effective internal controls could result in violations of
applicable securities laws, stock exchange listing requirements, and the covenants under our debt agreements, subject us to
litigation and investigations, negatively affect investor confidence in our financial statements, and adversely impact our stock
price and our ability to access capital markets.
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Ensuring that we have adequate internal financial and accounting controls and procedures so that we can produce
accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently.
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with U.S. GAAP. We are required to comply with
Section 404 of the Sarbanes-Oxley Act of 2002 which requires an annual management assessment of the effectiveness of our
internal control over financial reporting and a report by our independent auditors. In addition to the identified material
weaknesses related to accounting for income taxes and to IT system access, which were remediated as of March 31, 2020, we
have from time to time identified other significant deficiencies. If we fail to remediate any future material weaknesses or
significant deficiencies or to maintain proper and effective internal control over financial reporting in the future, our ability to
produce accurate and timely financial statements could be impaired, which could harm our operating results, harm our ability
to operate our business and reduce the trading price of our stock.
Customer demands for us to implement business practices that are more stringent than legal requirements may reduce our
revenue opportunities or cause us to incur higher costs.
Some of our customers require that we implement practices that are more stringent than those required by applicable
laws with respect to labor requirements, the materials contained in our products, energy efficiency, environmental matters or
other items. To comply with such requirements, we also require our suppliers to adopt such practices. Our suppliers may in
the future refuse to implement these practices, or may charge us more for complying with them. If certain of our suppliers
refuse to implement the practices, we may be forced to source from alternate suppliers. The cost to implement such
practices may cause us to incur higher costs and reduce our profitability, and if we do not implement such practices, such
customers may disqualify us as a supplier, resulting in decreased revenue opportunities. Developing, enforcing, and auditing
customer-requested practices at our own sites and in our supply chain will increase our costs and may require more
personnel.
We must attract and retain qualified personnel to be successful, and competition for qualified personnel has intensified.
We must attract and retain qualified personnel to be successful, and competition for qualified personnel has intensified in
recent periods in our industry due to high demand for skilled employees. Availability of labor is currently constrained in
certain geographic markets in which we operate due to the tight and competitive labor market in our industry. Competition
for available labor has intensified for a variety of reasons, including the increase in work-from home arrangements brought
about by COVID-19, and the wage inflation in our industry. We expect labor conditions will likely intensify further due to the
expected construction of new wafer fabrication facilities by foundries and third parties in locations near our existing facilities.
Our ability to attract and retain skilled employees such as management, technical, marketing, sales, research and
development, manufacturing, and operational personnel is critical to our business. We rely on a direct labor force at our
manufacturing facilities. Any inability to maintain our labor force at our facilities may disrupt our operations, delay
production, shipments and revenue and result in us being unable to timely satisfy customer demand, and ultimately could
materially and adversely affect our business, financial condition and results of operations. Our inability to attract and retain
hardware and software engineers and sales and marketing personnel, could delay the development and introduction of, and
harm our ability to sell, our products. We have no employment agreements with any member of our senior management
team, and it is possible that they could leave with little or no notice, which could make it more difficult for us to execute our
planned business strategy. Our inability to retain, attract or motivate personnel could have a material adverse effect on our
business, financial condition and results of operations.
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 coverage related to many different types of risk; however, we self-insure for some potentially
significant risks and obligations, because we believe that it is more cost effective for us to self-insure than to pay the high
premium costs. The risks and exposures that we self-insure include, but are not limited to, employee health matters, certain
property matters, product defects, cybersecurity matters, employment risks, environmental matters, political risks, and
intellectual property matters. Should there be a loss or adverse judgment in an area for which we are self-insured, then our
financial condition, results of operations and liquidity may be materially adversely affected.
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Risks Related to Cybersecurity, Privacy, Intellectual Property, and Litigation
We continue to be the target of attacks on our IT systems. Interruptions in and unauthorized access to our IT systems, our
products, or our improper handling of data, could adversely affect our business.
We rely on the uninterrupted operation of complex IT systems and networks to operate our business. Any improper
handling of confidential data, or 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 business, operations, supply chain, sales and
operating results. Such improper handling of confidential data, or system or network disruption, could result in an
unauthorized release of our, our suppliers’ or our customers’ intellectual property or confidential, proprietary or sensitive
information, or the release of personal data. Any release of such information or data could harm our business or competitive
position, result in a loss of customer confidence, and cause us to incur significant costs to remedy the damages. In addition,
any release of such information or data or the failure to properly manage the collection, handling, transfer or disposal of such
information may result in regulatory inquiries or penalties, enforcement actions, remediation obligations, claims for damages,
litigation, and other sanctions.
We have experienced verifiable attacks on our IT systems and data, including network compromises, attempts to breach
our security measures and attempts to introduce malicious software into our IT systems. For example, in fiscal 2019, we
learned of an ongoing compromise of our computer networks by what is believed to be sophisticated hackers. We engaged
outside legal counsel and a leading forensic investigatory firm with experience in such matters. We took steps to identify
malicious activity on our network including a compromise of our network and, in May 2019, we began implementing a
containment plan. We routinely evaluate the effectiveness of the containment mechanisms that were implemented and
continue to implement additional measures. We have analyzed the information that was compromised. We do not believe
that this IT system compromise has had a material adverse effect on our business or resulted in any material damage to us.
As a result of the IT system compromise, our management, including our chief executive officer and our chief financial officer,
concluded that our internal controls related to IT system access were not effective resulting in a material weakness in our
internal controls for fiscal 2019. Although this material weakness in our internal control was remediated in fiscal 2020, there
can be no assurance that similar control issues will not be identified in future periods.
Due to the types of products we sell and the significant amount of sales we make to government agencies or customers
whose principal sales are to U.S. government agencies, we have experienced and expect to continue to experience in the
future, attacks on our IT systems and data, including attempts to breach our security, network compromises and attempts to
introduce malicious software into our IT systems. Were any future attacks to be successful, we may be unaware of the
incident, its magnitude, or its effects until significant harm is done. In recent years, we have regularly implemented
improvements to our protective measures which include, but are not limited to, implementation of the following: firewalls,
endpoint intrusion detection and response software, regular patches, log monitors, event correlation tools, network
segmentation, routine backups with offsite retention of storage media, system audits, dual factor identification, data
partitioning, privileged account segregation and monitoring, routine password modifications, and an enhanced information
security program including training classes and phishing exercises for employees and contractors with system access, along
with tabletop exercises conducted by information security personnel. As a result of the material weakness in our internal
controls resulting from the IT systems compromise in fiscal 2019, we have taken remediation actions and implemented
additional controls and we are continuing to take actions to attempt to address evolving threats. However, our system
improvements have not been fully effective in preventing attacks on our IT systems and data, including breaches of our
security measures, and there can be no assurance that any future system improvements will be effective in preventing future
cyber-attacks or disruptions or limiting the damage from any future cyber-attacks or disruptions. Such system improvements
have resulted in increased costs to us and any future improvements, attacks or disruptions could result in additional costs
related to rebuilding our internal systems, defending litigation, complaints or other claims, providing notices to regulatory
agencies or other third parties, responding to regulatory actions, or paying damages. Such attacks or disruptions could have a
material adverse impact on our business, operations and financial results.
Our products, or IP that we purchase or license from third parties for use in our products, as well as industry-standard
specifications that we implement in our products, may be subject to security vulnerabilities. And, while some of our products
contain encryption or security algorithms to protect third-party content or user-generated data stored on our products, these
products could still be hacked or the encryption schemes could be compromised, breached, or circumvented by motivated
and sophisticated attackers. Our products are being used in application areas that create new or increased cybersecurity,
privacy or safety risks including applications that gather and process data, such as the cloud or Internet of Things, and
automotive applications. We, our customers, and the users of our products may not promptly learn of or have the ability to
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fully assess the magnitude or effects of a vulnerability, including the extent, if any, to which a vulnerability has been exploited.
Security vulnerabilities and any limitations of, or adverse effects resulting from, mitigation techniques can adversely affect our
results of operations, financial condition, sales, customer relationships, share price, prospects, and reputation in a number of
ways, any of which may be material. Adverse publicity about security vulnerabilities or mitigations could damage our
reputation with customers or users and reduce demand for our products and services. These effects may be greater to the
extent that competing products are not susceptible to the same vulnerabilities or if vulnerabilities can be more effectively
mitigated in competing products. Moreover, third parties can release information regarding potential vulnerabilities of our
products before mitigations are available. This, in turn, could lead to attempted or successful exploits of vulnerabilities,
adversely affect our ability to introduce mitigations, or otherwise harm our business and reputation.
Third-party service providers, such as wafer foundries, assembly and test contractors, distributors, credit card processors
and other vendors have access to portions of our and our customers' 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 breach or 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.
Our failure to comply with federal, state, or international privacy and data protection laws and regulations may materially
adversely affect our business, results of operations and financial condition.
We are subject to numerous laws and regulations in the U.S. and internationally regarding privacy and data protection
such as the European Union’s (EU) General Data Protection Regulation (GDPR), the U.K. equivalent to the GDPR, the California
Consumer Privacy Act, and the California Privacy Rights Act. The scope of these laws and regulations is rapidly evolving,
subject to differing interpretations, and may be inconsistent among jurisdictions. Some of these laws create a broad
definition of personal information, establish data privacy rights, impose data breach notification requirements, and create
potentially severe statutory damages frameworks and private rights of action for certain data breaches. Some of the laws and
regulations also place restrictions on our ability to collect, store, use, transmit and process personal information and other
data across our business. For example, the GDPR restricts the ability of companies to transfer personal data from the
European Economic Area (EEA) to the U.S. and other countries. Further, such laws and regulations have resulted and will
continue to result in significantly greater compliance burdens and costs for companies such as us that have employees,
customers, and operations in the EEA.
In order to comply with the GDPR, we have relied mainly on the European Commission’s Standard Contractual Clauses
(SCCs), for transfers of personal information from the EEA to the U.S. or other countries. However, the Court of Justice of the
EU in a July 2020 decision (Schrems II) invalidated the EU-U.S. Privacy Shield Framework, and also called for stricter conditions
in the use of the SCCs. Following the Schrems II decision, certain data protection authorities in the EU have issued statements
advising companies within their jurisdiction not to transfer personal data to the U.S. under the SCCs. At present, there are
few, if any, viable alternatives to the SCCs. If we are unable to implement sufficient safeguards to ensure that our transfers of
personal information from the EEA are lawful, we may face increased exposure to regulatory actions and substantial fines and
injunctions against processing personal information from the EEA. The loss of our ability to lawfully transfer personal data out
of the EEA may cause reluctance or refusal by European customers to communicate with us as they are currently, and we may
be required to increase our data processing capabilities in the EEA at significant expense. Additionally, other countries
outside of the EEA have passed or are considering passing laws requiring local data residency which could increase the cost
and complexity of providing our products in those jurisdictions.
Furthermore, the GDPR and the U.K. equivalent of the GDPR expose us to two parallel data protection regimes in Europe,
each of which potentially authorizes fines and enforcement actions for certain violations. Substantial fines may be imposed
for breaches of data protection requirements, which can be up to 4% of a company’s worldwide revenue or 20 million Euros,
whichever is greater. Although the U.K. data protection regime currently permits data transfers from the U.K. to the EEA and
other third countries, covered by a European Commission 'adequacy decision' through the continued use of SCCs and binding
corporate rules, these laws and regulations are subject to change, and any such changes could have adverse implications for
our transfer of personal data from the U.K. to the EEA and other third countries.
While we plan to continue to undertake efforts to conform to current regulatory obligations and evolving best practices,
such efforts may be unsuccessful or result in significant costs. We may also experience reluctance, or refusal by European or
multi-national customers to continue to provide us with personal data due to the potential risk exposure of personal data
transfers and the current data protection obligations imposed on them by applicable data protection laws or by certain data
protection authorities. These and any other data privacy laws and their interpretations continue to develop and their
uncertainty and inconsistency may increase the cost of compliance, cause compliance challenges, restrict our ability to offer
products in certain locations in the same way that we have been, potentially adversely affect certain third-party service
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providers, or subject us to sanctions by data protection regulators, all of which could adversely affect our business, financial
condition and results of operations.
We are exposed to various risks related to legal proceedings, investigations or claims.
We are currently, and in the future may be, involved in legal proceedings, investigations or claims regarding intellectual
property rights, product failures, our Microsemi acquisition, contracts, export controls and sanctions, 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, have in the past and could in the future result in unexpected and
substantial costs to us. If we are unable to resolve or settle a matter, obtain necessary licenses on reasonable terms,
reengineer 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 a 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, incur reputational damage, 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 or our customer’s specifications, 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, unpaid receivables, or
reimbursement of costs or damages;
customer imposed fines or penalties for failure to meet contractual requirements; and
a requirement to pay damages, penalties or recall costs.
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 revenue and profits we received. While we
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 law. We have liability insurance which covers certain damages
arising out of product defects, but we do not expect that insurance will fully protect against such claims. 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 application 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.
Our contractual relationships with our customers expose us to risks and liabilities.
With the exception of orders placed under our Preferred Supply Program and LTSAs, we do not typically enter into long-
term contracts with our non-distributor customers, and therefore we cannot be certain about future order levels from our
customers. When we enter into customer contracts (other than under our Preferred Supply Program and LTSAs), the
contracts are generally cancelable based on standard terms and conditions. Under our Preferred Supply Program and LTSAs,
customers may cancel contracts in the event of price increases. While we had approximately 125,000 customers, and our ten
largest direct customers accounted for approximately 12% of our total revenue in fiscal 2023, and four of our top ten direct
customers are contract manufacturers that perform manufacturing services for many customers, cancellation of customer
contracts could have an adverse impact on our revenue and profits. For example, due to uncertainty related to the COVID-19
pandemic, we experienced an increase in order cancellations and requests to reschedule deliveries to future dates in the first
quarter of fiscal 2021. Also, in recent months many of our customers felt the effects of slowing economic activity and
increasing business uncertainty and customer requests to push-out or cancel backlog increased in the March 2023 quarter.
Certain customer contracts differ from our standard terms of sale. For some of the markets that we sell into, such as the
automotive and personal computer markets, our customers may have negotiating leverage over us as a result of their market
size. For example, under certain contracts we have committed to supply products on scheduled delivery dates, or extended
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our obligations for liabilities such as warranties or indemnification for quality issues or intellectual property infringement. If
we are unable to supply the customer as contractually required, the customer may incur additional production costs, lost
revenues due to delays in their manufacturing schedule, or quality-related issues. We may be liable for costs and damages
associated with customer claims, and we may be obligated to defend the customer against claims of intellectual property
infringement and pay associated legal fees. While we try to minimize the number of contracts which contain such provisions,
manage the risks of such liabilities, and set caps on our liability exposure, sometimes we are unable 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, and may in the future, have to agree to uncapped liability for such items as intellectual property infringement or
product failure, or have to agree to liquidated damage provisions. This exposes us to risk of liability far exceeding the
purchase price of the products sold under such contracts, the lifetime revenues we receive under such contracts, or potential
consequential damages. Further, where we do not have negotiated customer contracts, our customer's order terms may
govern the transaction and contain terms unfavorable to us. These risks could result in a material adverse impact on our
results of operations and financial condition.
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 licenses and intend to continue to
seek patents on our technology and manufacturing processes. The process of seeking patent protection can be expensive,
and patents may not be issued from currently pending or future applications. In addition, our existing and new patents,
trademarks and copyrights that are issued may not have sufficient scope or strength to provide meaningful protection or
commercial advantage to us. We may be subject to, or may 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
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 uncompensated lost
market and revenue opportunities for us. Although we continue to aggressively defend and protect our intellectual property
on a worldwide basis, there can be no assurance that we will be successful.
Risks Related to Taxation, Laws and Regulations
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 U.S. GAAP. These accounting principles are subject to
interpretation or changes by the FASB and the SEC. New accounting pronouncements and 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 accounting standards or practices may have a significant effect on our reported financial
results and may affect our reporting of transactions completed before the change is effective.
Regulatory authorities in jurisdictions into or from which we ship our products or import supplies could issue new export
controls or trade sanctions, levy fines, restrict or delay our ability to export products or import supplies, or increase costs
associated with the manufacture or transfer of products.
A significant portion of our sales require export and import activities. Our U.S.-manufactured products or products based
on U.S. technology or U.S. software are subject to laws and regulations that govern international trade, including but not
limited to the Foreign Corrupt Practices Act, Export Administration Regulations (EAR), International Traffic in Arms Regulations
and trade sanctions against embargoed countries and restricted parties, including those administered by the U.S.
Departments of State, Commerce, and Treasury. Licenses or license exceptions are often required for the shipment of our
products to certain countries. Our inability to timely obtain a license, for any reason, including a delay in license processing
due to a federal government shutdown like that which occurred in 2018, or changes in government policies of approval or
denial of licenses, could cause a delay in scheduled shipments which could have a material adverse impact on our revenue
within the quarter of a shutdown, and in following quarters depending on the extent that license processing is delayed.
Further, determination by a government that we have failed to comply with trade regulations or anti-bribery regulations can
result in penalties which may include denial of export privileges, fines, penalties, and seizure of products, or loss of
reputation, any of which could have a material adverse effect on our business, sales and earnings. A change in laws and
regulations could restrict our ability to transfer product to previously permitted countries, customers, distributors or others.
For example, in October 2022, the U.S. Commerce Department published an interim final rule entitled "Implementation of
Additional Export Controls: Certain Advanced Computing and Semiconductor Manufacturing Items; Supercomputer and
Semiconductor End Use; Entity List Modification." This regulation imposes restrictions on advanced computing integrated
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circuits (ICs), computer commodities that contain such ICs, as well as on certain semiconductor manufacturing items, and
expands controls on transactions involving items for supercomputer and semiconductor manufacturing end-uses. This rule,
for example, expands the scope of foreign-produced items subject to license requirements for 28 existing entities on the
Entity List that are located in China. An additional example occurred in April 2018, when the U.S. Commerce Department
banned U.S. companies from selling products or transferring technology to ZTE, a Chinese company, and certain subsidiaries.
This ban was lifted in July 2018. In fiscal 2020, the U.S. Commerce Department effectively banned U.S. companies from selling
products or transferring technology to certain Chinese companies, including Huawei and their related companies worldwide.
In fiscal 2020, the U.S. Federal Acquisition Regulation prohibited U.S. governmental agencies from buying equipment
incorporating covered telecommunications equipment, as a substantial component or critical technology, where the
technology came from certain Chinese companies. In July 2020, this was expanded to prohibit U.S. governmental agencies
from entering into a contract with any company that uses covered telecommunications equipment whether or not the
Chinese technology is related to the procurement. The EAR also effectively prohibits sales of items for a “military end use,” to
a "military end-user," or for a "military intelligence" end-user, or end-use to certain countries, such as Belarus, Burma,
Cambodia, Cuba, China, Iran, North Korea, Russia, Syria and Venezuela. Any of the foregoing changes could adversely impact
our operational costs due to the administrative impacts of complying with these regulations and may limit those with whom
we conduct business. Any one or more of these sanctions, future sanctions, a change in laws or regulations, or a prohibition
on shipment of our products or transfer of our technology to significant customers could have a material adverse effect on
our business, financial condition and results of operations.
The U.S. and other countries have levied tariffs and taxes on certain goods, implemented trade restrictions, and
introduced national security protection policies. Trade tensions between the U.S. and China, which escalated in 2018, have
continued and include the U.S. increasing tariffs on Chinese origin goods and China increasing tariffs on U.S. origin goods. We
took steps to mitigate the costs of these tariffs on our business by making adjustments in operations and supply. Although
these tariff increases did not result in a material adverse impact on our operating costs in fiscal 2019 or fiscal 2020, they did
reduce demand for our products during fiscal 2019 and fiscal 2020. Increased tariffs on our customers' products could
adversely impact their sales, and increased tariffs on our products in comparison to those of our competitors could each
result in lower demand for our products.
Further changes in trade or national security protection policy, tariffs, additional taxes, restrictions on exports or other
trade barriers, including those taken against the U.S. in retaliation for U.S. policies, may limit our ability to obtain equipment,
components or raw materials (including rare earth minerals), limit our ability to produce products, increase our selling and/or
manufacturing costs, decrease margins, reduce the competitiveness of our products, reduce our ability to sell products, or
reduce our ability to have mergers and acquisitions approved by governmental agencies, any of which could have a material
adverse effect on our business, results of operations or financial conditions.
The outcome of future examinations of our income tax returns could have an adverse effect on our results of operations.
We are subject to examination of our U.S. and certain foreign income tax returns for fiscal 2007 and later. We regularly
assess the likelihood of adverse outcomes of these examinations to determine the adequacy of our provision for income taxes
and have reserved for potential adjustments that may result from current or future examinations. There can be no assurance
that the final determination of any of these or any future examinations will not have an adverse effect on our effective tax
rates, financial position and results of operations.
Exposure to greater than anticipated income tax liabilities, changes in tax rules and regulations, changes in the
interpretation of tax rules and regulations, or unfavorable assessments from tax audits could affect our effective tax rates,
financial condition and results of operations.
We are a U.S.-based multinational company subject to tax in many U.S. and foreign jurisdictions. Our income tax
obligations could be affected by many factors, including changes to our operating structure, intercompany arrangements and
tax planning strategies.
Our income tax expense is computed based on tax rates at the time of the respective financial period. Our future
effective tax rates, financial condition and results from operations could be unfavorably affected by changes in the tax rates in
jurisdictions where our income is earned, by changes in the tax rules and regulations or the interpretation of tax rules and
regulations in the jurisdictions in which we do business or by changes in the valuation of our deferred tax assets. For
example, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit
Shifting Project and released an implementation package in December 2022 which provides a coordinated system to ensure
that multinational enterprises pay a global minimum tax. The guidelines and proposals may change aspects of the existing
framework under which our tax obligations are determined in many of the countries where we do business. Similarly, the
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European Commission and several countries have issued proposals that would change aspects of the current tax framework
under which we are taxed. These proposals include changes to the existing income tax framework, possibilities of a global
minimum tax, and proposals to change or impose new types of non-income taxes, including taxes based on a percentage of
revenue. In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (Inflation Reduction Act). The
Inflation Reduction Act includes a new corporate alternative minimum tax (Corporate AMT) of 15.0% on the adjusted financial
statement income (AFSI) of corporations with average AFSI exceeding $1.00 billion over a three-year period. The Corporate
AMT is effective for us beginning in fiscal 2024. We are evaluating the Corporate AMT and its potential impact on our tax
expense, cash taxes, and effective tax rate.
Our business, financial condition and operating results may be adversely impacted by policies implemented globally by the
current or future administrations.
The current administration in the U.S. and administrations in other global jurisdictions in which we operate, have
indicated support for significant legislative and policy changes in areas including but not limited to tax, trade, labor, and the
environment. If implemented, these changes could increase our effective tax rate, and increase our selling and/or
manufacturing costs, which could have a material adverse effect on our business, results of operations or financial conditions.
Changes in tax policy, trade regulations or other matters, and any uncertainty surrounding the scope or timing of such
changes, could negatively impact the stock market, and reduce the trading price of our stock. For example, in February 2022,
the U.S. began implementing widescale sanctions against Russia due to Russia's invasion of Ukraine. Sanctions against Belarus
and certain Ukrainian regions were later implemented. Because the actions by Russia against Ukraine are in conflict with our
Guiding Values, Microchip chose to cease shipments into Russia and Belarus, and we will continue to comply with applicable
U.S. sanctions regarding Ukraine. While sales of our products into these regions, and to customers that sell into these regions,
have been negatively impacted, at this time, we have not experienced a material adverse impact on our revenue. Retaliatory
acts by Russia in response to the sanctions could include cyber attacks, sanctions, or other actions that could disrupt the
economy. As a result of the foregoing risks or similar risks, the imposition of sanctions could have a material adverse effect on
our business, results of operations or financial condition.
We are subject to stringent environmental and other regulations, which may force us to incur significant expenses.
We must comply with federal, state, local and foreign governmental regulations related to the use, storage, discharge and
disposal of hazardous substances used in our products and manufacturing processes. Our failure to comply, or the failure of
entities that we have acquired over time to have complied, with regulations could result in significant fines, liability for clean-
up, suspension of production, cessation of operations or future liabilities. Such regulations have required us in the past, and
could require us in the future, 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 logistics, or require us to incur other significant costs and expenses. Environmental laws continue to expand
with a focus on reducing or eliminating hazardous substances in electronic products and shipping materials. 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, the recycling of electronic products, and the reduction in the amount and the recycling of
packing materials have expanded significantly. It may be difficult for us to timely comply with these laws and we may have
insufficient quantities of compliant products to meet customers' needs, thereby adversely impacting our sales and
profitability. We may have to write off inventory if we hold unsaleable inventory as a result of changes to regulations. We
expect these risks to continue. These requirements may increase our own costs, as well as those passed on to us by our
supply chain.
Climate change regulations and sustained adverse climate change pose risks that could harm our results of operations.
Climate change regulations or voluntary actions we may have taken as part of our Environmental, Social, and Governance
initiatives could require us to limit emissions, change manufacturing processes, substitute materials which may cost more or
be less available, fund offset projects, obtain new permits or undertake other costly activities. Failure to obtain required
permits could result in fines, suspension or cessation of production. Restrictions on emissions could result in significant costs
such as higher energy costs, carbon taxes, and emission cap and trade programs. The cost of compliance with such
regulations could restrict our manufacturing operations, increase our costs, and have an adverse effect on our operating
results.
In March 2022, the SEC proposed a rule entitled Enhancement and Standardization of Climate-Related Disclosures for
Investors. While the proposed rule is not yet in effect and is subject to change as a result of the SEC comment process, if it
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were to go in effect in its current form, we would incur significant additional costs of compliance due to the need for
expanded data collection, analysis, and certification. Further, certain elements of the proposed rule, such as mandatory third-
party verification of emissions, may be difficult to comply with in the proposed required timeframe as there may be an
insufficient number of qualified third-party verification entities to meet demand.
Sustained adverse change in climate could have a direct adverse economic impact on us, such as utility shortages, and
higher costs of utilities. Certain of our operations are located in arid or tropical regions, which some experts believe may
become vulnerable to fires, storms, severe floods and droughts. While our business recovery plans are intended to allow us
to recover from natural disasters or other disruptive events, our plans may not protect us from all events.
Customer demands and regulations related to conflict-free minerals may force us to incur additional expenses.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, in August 2012, the SEC released investigation,
and disclosure requirements regarding the use of "conflict" minerals mined from the Democratic Republic of Congo and
adjoining countries. We filed a Form SD with the SEC regarding such matters on May 27, 2022. Other countries are
considering similar regulations. If we cannot certify that our supply chain is free from the risk of irresponsible sourcing,
customers may demand that we change the sourcing of materials used in the manufacture of our products, even if the costs
for compliant materials significantly increases or availability is limited. If we change 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 free
from the risk of irresponsible sourcing. We have incurred, and expect in the future to incur, additional costs associated with
complying with these disclosure requirements, such as costs related to determining the source of any conflict minerals used in
our products. We may be unable to satisfy 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 Responsible Minerals Initiative or the Dodd-Frank Wall
Street Reform and Consumer Protection Act. If we are unable to meet customer requirements, customers may disqualify us
as a supplier, resulting in a permanent or temporary loss of sales to such customer or reduce purchase from us, and we may
have to write off inventory if it cannot be sold.
In addition to concerns over “conflict” minerals mined from the Democratic Republic of Congo, our customers may
require that other minerals and substances used within our supply chain be evaluated and reported on. An increase in
reporting obligations will increase associated operating costs. This could have negative effects on our overall operating
profits.
Failure to meet ESG expectations or standards, or achieve our ESG goals, could adversely affect our business, results of
operations, financial condition, or stock price.
In recent years, there has been an increased focus on ESG matters, including greenhouse gas emissions and climate-
related risks, renewable energy, water stewardship, waste management, diversity, equality and inclusion, responsible
sourcing and supply chain, human rights, and social responsibility. We are committed to ESG and actively manage these
issues. We have publicly announced certain goals, which we may refine or expand further in the future. These goals reflect
our current plans and aspirations, and are not guarantees that we will be able to achieve them. Evolving stakeholder
expectations, and our efforts to manage these issues, report on them, and accomplish our goals, present numerous
operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material adverse impact,
including on our reputation and stock price.
Such risks and uncertainties include:
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reputational harm, including damage to our relationship with customers, supplies, investors, governments, or
other stakeholders;
adverse impacts on our ability to sell and manufacture products;
increased risk of litigation, investigations, or regulatory enforcement action;
unfavorable ESG ratings or investor sentiment;
diversion of resources and increased costs to control, assess, and report on ESG metrics;
our ability to achieve our goals within announced timeframes;
increased costs to achieve our goals;
unforeseen operational and technological difficulties;
access to and increased cost of capital; and
adverse impacts on our stock price.
Any failure, or perceived failure, to meet evolving expectations and industry standards, or achieve our ESG goals could
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have an adverse effect on our business, results of operations, financial condition, or stock price.
A requirement to fund our foreign pension plans could negatively affect our cash position and operating capital.
In connection with our acquisitions of Microsemi and Atmel, we assumed pension plans that cover certain French and
German employees. Most of these plans are unfunded in compliance with statutory requirements, and we have no
immediate intention of funding these plans. The projected benefit obligation totaled $53.9 million at March 31, 2023.
Benefits are paid when amounts become due. We expect to pay approximately $1.8 million in fiscal 2024 for benefits earned.
Should regulations require funding of these plans in the future, it could negatively affect our cash position and operating
capital.
Risks Related to Capitalization and Financial Markets
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 recent 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:
•
•
•
•
•
•
•
•
global economic and financial uncertainty due to higher interest rates, higher inflation, instability in the banking
sector, public health concerns or other factors;
quarterly variations in our operating results or the operating results of other technology companies;
changes in our financial guidance or our failure to meet such guidance;
changes in analysts' estimates of our financial performance or buy/sell recommendations;
general conditions in the semiconductor industry;
the amount and timing of repurchases of shares of our common stock;
our ability to realize the expected benefits of our completed or future acquisitions; and
actual or anticipated announcements of technical innovations or new products by us or our competitors.
In addition, the stock market has recently and in the past experienced significant price and volume fluctuations that have
affected the market prices for many companies and that often have been unrelated to their operating performance. These
broad market fluctuations and other factors have harmed and may harm the market price of our common stock. The
foregoing factors could also cause the market price of our Convertible Debt to decline or fluctuate substantially.
The amount and timing of our share repurchases may fluctuate in response to a variety of factors.
The amount, timing, and execution of repurchases of shares of our common stock may fluctuate based on the share price
of our common stock, general business and market conditions, tax regulations impacting share repurchases and other factors
including our operating results, level of cash flow, capital expenditures and dividend payments. Although our Board of
Directors has authorized share repurchases of up to $4.00 billion, of which $2.63 billion is still available, the authorization
does not obligate us to acquire any particular amount of shares. We cannot guarantee that our share repurchase
authorization will be fully consummated or that it will enhance long-term shareholder value. The repurchase authorization
may be suspended or discontinued at any time at our discretion and may affect the trading price of our common stock and
increase volatility.
Our financial condition and results of operations could be adversely impacted if we do not effectively manage current or
future debt.
As of March 31, 2023, the principal amount of our outstanding indebtedness was $6.47 billion. As a result of our
acquisition of Microsemi, we have substantially more debt than we had prior to May 2018. At March 31, 2023, we had $100.0
million in outstanding borrowings under our Revolving Credit Facility which provides up to $2.75 billion of revolving loan
commitments that terminate in 2026. At March 31, 2023, we had $5.60 billion in aggregate principal amount of Senior Notes
and $766.6 million in aggregate principal of Convertible Debt outstanding.
Our maintenance of substantial levels of debt could adversely affect our ability to take advantage of opportunities and
could adversely affect our financial condition and results of operations. We may need or desire to refinance our current or
future debt and there can be no assurance that we will be able to do so on reasonable terms, if at all.
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Servicing our debt requires a significant amount of cash, we may not have sufficient cash to fund payments and adverse
changes in our credit ratings could increase our borrowing costs and adversely affect our ability to access the debt markets.
Our ability to make scheduled payments of principal, interest, or to refinance our indebtedness, including our outstanding
Convertible Debt and Senior Notes, depends on our future performance, which is subject to economic, competitive and other
factors. Our business may not continue to generate sufficient cash flow to service our debt and to fund capital expenditures,
dividend payments, share repurchases or acquisitions. If we are unable to generate such cash flow, we may be required to
undertake alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on onerous or highly
dilutive terms. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at
such time. Our senior notes are rated by certain major credit rating agencies. These credit ratings impact our cost of
borrowing and our ability to access the capital markets and are based on our financial performance and financial metrics
including debt levels. There is no assurance that we will maintain our current credit ratings. A downgrade of our credit rating
by a major credit rating agency could result in increased borrowing costs and could adversely affect our ability to access the
debt markets to refinance our existing debt or finance future debt.
Conversion of our Convertible Debt will dilute the ownership interest of our existing stockholders.
The conversion of some or all of our outstanding Convertible Debt will dilute the ownership interest of our existing
stockholders to the extent we deliver common stock upon conversion of such debt. Following our irrevocable settlement
election made on April 1, 2022, upon conversion, we are required to satisfy our conversion obligation with respect to such
converted Convertible Debt by delivering cash equal to the principal amount of such converted Convertible Debt and cash and
shares of common stock or any combination, at our option, with respect to any conversion value in excess thereof (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 Convertible Debt 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 Convertible Debt could adversely affect
prevailing market prices of our common stock. In addition, the existence of the Convertible Debt may encourage short selling
by market participants because the conversion of the Convertible Debt could be used to satisfy short positions, or anticipated
conversion of the Convertible Debt into shares of our common stock could depress the price of our common stock.
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 the
value of a non-U.S. currency significantly declines relative to the U.S. dollar, customers transacting in that currency may be
unable to fulfill their contractual obligations or to undertake new obligations to make payments or purchase products. In
periods when the U.S. dollar declines significantly relative to the British pound, Euro, Thai baht and Taiwan dollar, the
operational costs in our European and Thailand subsidiaries are adversely affected. Although our business has not been
materially adversely impacted by recent changes in the value of the U.S. dollar, there can be no assurance as to the future
impact that any weakness or strength in the U.S. dollar will have on our business or results of operations.
Item 1B. Unresolved Staff Comments
None.
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Item 2. Properties
At March 31, 2023, we owned and used the facilities described below:
Location
Gresham, Oregon
Chandler, Arizona
Lamesa, Calamba,
Philippines
Approximate
Total Sq. Ft.
826,500
720,000
610,300
Chacherngsao, Thailand
498,100
Principal Operations
Wafer fabrication (Fab 4), R&D center, warehousing and administrative offices
Executive and administrative offices, wafer probe, R&D center, sales and
marketing, and computer and service functions
Assembly and test, warehousing and administrative offices
Assembly and test, wafer probe, sample center, warehousing and
administrative offices
Colorado Springs, Colorado
Canlubang, Calamba,
Philippines
Tempe, Arizona
Bangalore, India
Chacherngsao, Thailand
Chennai, India
Lawrence, Massachusetts
Rousset, France
Mount Holly Springs,
Pennsylvania
Garden Grove, California
San Jose, California
Neckarbischofsheim,
Germany
Nantes, France
San Jose, California
San Jose, California
Beverly, Massachusetts
Heilbronn, Germany
Karlsruhe, Germany
Ennis County, Ireland
Simsbury, Connecticut
Shanghai, China
Hsinchu, Taiwan
480,000
Wafer fabrication (Fab 5), test and R&D
460,000
388,100
294,000
287,300
187,000
160,000
144,500
100,000
98,100
98,000
83,800
77,000
71,000
57,000
52,100
48,000
46,000
40,000
32,500
21,000
15,000
Wafer probe, test, warehousing and administrative offices
Wafer fabrication (Fab 2), R&D center, warehousing and administrative offices
R&D center, sales and marketing support and administrative offices
Assembly and test, warehousing and administrative offices
R&D center
Manufacturing and administrative offices
Test, R&D and administrative offices
Manufacturing, R&D and administrative offices
Manufacturing, R&D and administrative offices
R&D and administrative offices
Manufacturing and administrative offices
Wafer probe, test, R&D, warehousing and administrative offices
R&D and administrative offices
R&D and administrative offices
Manufacturing
R&D and administrative offices
R&D and administrative offices
Manufacturing, R&D and administrative offices
Manufacturing, R&D and administrative offices
R&D, sales and marketing and administrative offices
R&D and administrative offices
In addition to the facilities we own, we lease several manufacturing, research and development facilities and sales offices
in North America, Europe and Asia.
We currently believe that our existing facilities are suitable and will be adequate to meet our requirements for at least
the next 12 months.
Item 3. Legal Proceedings
Refer to "Note 10. Commitments and Contingencies" to our consolidated financial statements for information regarding
legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on the NASDAQ Global Market under the symbol "MCHP."
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.
Comparison of 5 year Cumulative Total Return*
*$100 invested on March 31, 2018 in stock or index, including reinvestment of dividends
Fiscal year ending March 31.
Copyright © 2023 Standard & Poor's, a division of S&P Global. All rights reserved.
Cumulative Total Return
March
Microchip Technology Incorporated
S&P 500 Stock Index
Philadelphia Semiconductor Index
2018
100.00
100.00
100.00
2019
92.40
109.50
107.11
2020
76.74
101.86
118.23
2021
177.94
159.25
248.25
2022
174.37
184.17
275.69
2023
197.78
169.94
263.73
Data acquired by Research Data Group, Inc. (www.researchdatagroup.com)
The information in this Form 10-K appearing under the heading "Stock Price Performance Graph" is being "furnished"
pursuant to Item 201(e) of Regulation S-K and shall not be deemed to be "soliciting material" or "filed" with the SEC or subject
35
Among Microchip Technology Incorporated, the S&P 500 Indexand the PHLX Semiconductor IndexMicrochip Technology IncorporatedS&P 500PHLX Semiconductor201820192020202120222023$0$100$200$300$400$500
Table of Contents
to Regulation 14A or 14C, other than as provided in Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the
Exchange Act except to the extent that we specifically request that it be treated as such.
On May 22, 2023, there were approximately 547 holders of record of our common stock. This figure does not reflect
beneficial ownership of shares held in nominee names.
For a description of our dividend policies, see Part II, Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources," included herein.
Refer to "Item 12. Security Ownership of Certain Beneficial Owners And Management And Related Stockholder Matters,"
at page 51 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, 2023.
Issuer Purchases of Equity Securities
The following table sets forth our purchases of our common stock in the three months ended March 31, 2023:
Period
January 1, 2023 - January 31, 2023
February 1, 2023 - February 28, 2023
March 1, 2023 - March 31, 2023
Total
number of
shares
purchased
— $
1,846,335 $
1,471,341 $
3,317,676
Average
price paid
per share
—
83.08
81.87
Total number of shares
purchased as part of
publicly announced
program
Approximate dollar value
of shares that may yet
be purchased under the
program(1) (in millions)
—
1,846,335
1,471,341
3,317,676 $
2,628.6
(1) In November 2021, our Board of Directors authorized the repurchase of up to $4.00 billion of our common stock in the
open market or in privately negotiated transactions. There is no expiration date associated with this authorization.
Item 6. [Reserved]
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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," "can," "continue," "could," "expect," "future," "intend," "plan," and similar expressions to identify
forward-looking statements. 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 under "Risk Factors," beginning at page 12 and elsewhere in
this Form 10-K. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of 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. These forward-looking statements include, without limitation, statements regarding the following:
•
The future impact on our business in response to the COVID-19 pandemic or other public health concerns;
• Our expectation that we will experience period-to-period fluctuations in operating results, gross margins,
•
•
product mix and average gross profit per unit;
The effects that uncertain 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 and modest pricing declines in
certain of our more mature proprietary product lines;
• Our ability to moderate future average selling price declines;
•
•
The amount of, and changes in, demand for our products and those of our customers;
The impact of national security protections, trade restrictions and changes in tariffs, including those impacting
China;
• Our intent to vigorously defend our legal positions;
• Our goal to continue to be more efficient with our selling, general and administrative expenses;
• Our expectation that our days of inventory at June 30, 2023 will be 159 to 164 days;
• Our belief that customers recognize our products and brand name and our use of distributors as an effective
supply channel;
• Our belief that familiarity with and adoption of development tools from us and from our third-party
development tool partners will be an important factor in the future selection of our embedded control products;
The accuracy of our estimates of the useful life and values of our property, assets and other liabilities;
Fluctuations in our analog product line;
The impact of any supply disruption we may experience;
•
•
•
• Our ability to effectively utilize our facilities at appropriate capacity levels;
• Our ability to maintain manufacturing yields;
•
•
• Our plans to continue to transition certain outsourced assembly and test capacity to our internal facilities;
• Our expectation of continued investment in expanding our manufacturing capacity during the next 12 months;
•
The continued development of the embedded control market based on our strong technical service presence;
• Our anticipated level of capital expenditures;
•
The maintenance of our competitive position based on our investments in new and enhanced products;
The cost effectiveness of using our own assembly and test operations;
The possibility that loss of, or disruption in the operations of, one or more of our distributors could reduce our
future net sales and/or increase our inventory returns;
• Our expectations regarding LTSAs and Preferred Supply Program;
•
•
The 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;
• Our belief that the capital expenditures to be incurred over the next 12 months will provide sufficient
manufacturing capacity to support the growth of our production capabilities for our new products and
technologies and to bring in-house more of the production requirements that are currently outsourced;
• Our belief that our IT system compromise has not had a material adverse effect on our business or resulted in
any material damage to us;
• Our expectation that we will continue to be the target of cyber-attacks, computer viruses, unauthorized access
•
and other attempts to breach or otherwise compromise the security of our IT systems and data;
The impact of the resolution of legal actions on our business, and the accuracy of our assessment of the
probability of loss and range of potential loss;
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•
The amounts and timing, and our plans and expectations relating to the Statutory Notice of Deficiency and
proposed income adjustment from the Malaysian Inland Revenue Board;
The impact of the geographical dispersion of our earnings and losses on our effective tax rate;
• Our expectation regarding the treatment of our unrecognized tax benefits in calendar year 2023;
• Our belief that the expiration of any tax holidays will not have a material impact on our effective tax rate;
•
• Our belief that the estimates used in preparing our consolidated financial statements are reasonable;
• Our actions to vigorously and aggressively defend and protect our intellectual property on a worldwide basis;
• Our ability to obtain and maintain patents and intellectual property licenses and minimize the effects of litigation
or other disputes or the loss of patent protection;
The level of risk we are exposed to for product liability claims 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;
The impact of inflation on our business;
•
•
•
•
• Our ability to increase our borrowings or seek additional equity or debt financing to maintain or expand our
facilities, or to fund cash dividends, share repurchases, acquisitions or other corporate activities, and that the
timing and amount of such financing requirements will depend on a number of factors;
• Our expectations regarding the amounts and timing of repurchases under our stock repurchase program;
• Our expectation that our reliance on third-party contractors may increase over time as our business grows;
• Our ability to collect accounts receivable;
•
The impact of the legislative and policy changes implemented or which may be implemented by the current
administration, on our business and the trading price of our stock;
• Our belief that our culture, values, and organizational development and training programs provide an inclusive
work environment where our employees are empowered and engaged to deliver the best embedded control
solutions;
• Our belief that our continued success is driven by the skills, knowledge, and innovative capabilities of our
personnel, a strong technical service presence, and our ability to rapidly commercialize new and enhanced
products;
The potential impact of changes in regulations or in their enforcement, including with respect to the capital
expenditures or other costs or expenses;
The impact of any failure by use to adequately control the storage, use, discharge and disposal of regulated
substances;
Estimates and plans regarding pension liability and payments expected to be made for benefits earned; and
The impact on our business stemming from Russia’s invasion of Ukraine.
•
•
•
•
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.
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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 8.
Financial Statements and Supplementary Data." For an overview of our business and recent trends, refer to "Part I Item 1.
Business."
We begin our Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) with 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. We then discuss our results of operations for fiscal 2023
compared to fiscal 2022, followed by an analysis of changes in our balance sheet and cash flows, and discuss our financial
commitments in the section titled "Liquidity and Capital Resources." Our liquidity and capital resources section generally
discusses fiscal 2023 compared to fiscal 2022. For our discussion of our fiscal 2022 results compared to fiscal 2021 for both
our results of operations and our liquidity and capital resources sections, refer to "Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended March
31, 2022 filed with the SEC on May 20, 2022 which is incorporated by reference herein.
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 U.S. GAAP. 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, inventories,
income taxes 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
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.
Revenue Recognition
We generate revenue primarily from sales of our semiconductor products to distributors and non-distributor customers
(direct customers) and, to a lesser extent, from royalties paid by licensees of our intellectual property. We apply the following
five-step approach to determine the timing and amount of revenue recognition: (i) identify the contract with the customer, (ii)
identify performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the
performance obligations in the contract, and (v) recognize revenue when the performance obligation is satisfied.
Sales to our distributors are governed by a distributor agreement, a purchase order, and an order acknowledgment. Sales
to distributors do not meet the definition of a contract until the distributor has sent in a purchase order, we have
acknowledged the order, we have deemed the collectability of the consideration to be probable, and legally enforceable
rights and obligations have been created. As is customary in the semiconductor industry, we offer price concessions and stock
rotation rights to many of our distributors. As these are forms of variable consideration, we estimate the amount of
consideration to which we will be entitled using recent historical data and applying the expected value method. After the
transaction price has been determined and allocated to the performance obligations, we recognize revenue when the
performance obligations are satisfied. Substantially all of the revenue generated from contracts with distributors is
recognized at, or near to, the time risk and title of the inventory transfers to the distributor.
Sales to our direct customers are generally governed by a purchase order and an order acknowledgment. Sales to direct
customers usually do not meet the definition of a contract until the direct customer has sent in a purchase order, we have
acknowledged the order and deemed the collectability of the consideration to be probable, and legally enforceable rights and
obligations have been created. Generally, the transaction price associated with contracts with direct customers is set at the
standalone selling price and is not variable. After the transaction price has been determined and allocated to the
performance obligations, we recognize revenue when the performance obligations are satisfied. Substantially all of the
revenue generated from contracts with direct customers is recognized at, or near to, the time risk and title of the inventory
transfers to the customer.
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We entered into LTSAs with certain of our customers that purchase through distributors or directly from us. Under these
LTSAs, we receive an upfront deposit and minimum purchase commitments from the customer in exchange for assured supply
over the contract period, which typically ranges from three to five years. If the customer meets the minimum purchase
commitments defined in the contract, we return the deposit to the customer. If not, we may retain all, or a portion of the
deposit which will be recognized as revenue as the remaining performance obligations under the LTSAs are satisfied. The
upfront deposits collected are recorded as deferred revenue in accrued liabilities or other long-term liabilities depending on
the expected timing of the satisfaction of the underlying performance obligations.
Revenue generated from our licensees is governed by licensing agreements. Our primary performance obligation related
to these agreements is to provide the licensee the right to use the intellectual property. The final transaction price is
determined by multiplying the usage of the license by the royalty, which is fixed in the licensing agreement. Revenue is
recognized as usage of the license occurs.
Inventories
Inventories are valued at the lower of cost or net realizable value 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 net realizable 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 determining whether there is a risk of
obsolescence, we evaluate projected demand over periods that align with demand forecasts used to develop manufacturing
plans and inventory build decisions and write down inventory on hand that is in excess of estimated demand. 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. Historically, a 1% variance in the estimated demand
for our products would have changed the estimated net realizable value of our inventory by approximately $4.0 million as of
March 31, 2023.
Income Taxes
As part of the process of preparing our consolidated financial statements, we are required to record our income taxes in
each of the jurisdictions in which we operate. This process involves determining our actual current tax exposure together
with assessing temporary and permanent differences resulting from differing treatment of items for tax and accounting
purposes. These temporary 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 provided valuation allowances for certain of our deferred tax assets, where it is more likely than not that
some portion, or all of such assets, will not be realized.
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 being audited by the tax authorities in the U.S. and in various
foreign jurisdictions. At this time, we do not know what the outcome of these audits will be. We record benefits for
uncertain tax positions based on an assessment of whether it is more likely than not that the tax positions will be sustained
based on their technical merits under currently enacted law. If this threshold is not met, no tax benefit of the uncertain tax
position is recognized. If the threshold is met, we recognize the largest amount of the tax benefit that is more than 50% likely
to be realized upon ultimate settlement.
The accounting model related to the valuation of uncertain tax positions requires us to presume that the tax position will
be examined by the relevant taxing authority that has full knowledge of all relevant information and that each tax position will
be evaluated without consideration of the possibility of offset or aggregation with other positions. The recognition
requirement for the liability exists even if we believe the possibility of examination by a taxing authority or discovery of the
related risk matters is remote or where we have a long history of the taxing authority not performing an exam or overlooking
an issue. We will record an adjustment to a previously recorded position if new information or facts related to the position
are identified in a subsequent period. Generally, adjustments to the positions are recorded through the income statement.
Generally, adjustments will be recorded in periods subsequent to the initial recognition 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
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changes in applicable law. Due to the inherent uncertainty in the estimation process and in consideration of the criteria of the
accounting model, amounts recognized in the financial statements in periods subsequent to the initial recognition may
significantly differ from the estimated exposure of the position under the accounting model.
Contingencies
In the ordinary course of our business, we are exposed to various liabilities as a result of contracts, product liability,
customer claims, governmental investigations and other matters. Additionally, 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, or from customers requesting reimbursement for various costs. With respect to pending legal actions to which we are
a party and other claims, although the outcomes are generally not 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,
governmental investigations and disputes relating to the semiconductor industry are not uncommon, and we are, from time
to time, subject to such litigation, governmental investigations and disputes. As a result, no assurances can be given with
respect to the extent or outcome of any such litigation, governmental investigations or disputes in the future.
We accrue for claims and contingencies when losses become probable and reasonably estimable. As of the end of each
applicable reporting period, we review each of our matters and, where it is probable that a liability has been or will be
incurred, we accrue for all probable and reasonably estimable losses. Where we can reasonably estimate a range of losses we
may incur regarding such a matter, we record an accrual for the amount within the range that constitutes our best estimate. If
we can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, we use
the amount that is the low end of such range. Contingencies of an acquired company that exist as of the date of the
acquisition are measured at fair value if determinable, which generally is based on a probability weighted model. If fair value
is not determinable, contingencies of an acquired company are recognized when they become probable and reasonably
estimable.
Results of Operations
The following table sets forth certain operational data as a percentage of net sales for fiscal 2023 and fiscal 2022:
Net sales
Cost of sales
Gross profit
Research and development
Selling, general and administrative
Amortization of acquired intangible assets
Special (income) charges and other, net
Operating income
Net Sales
Fiscal Year Ended March 31,
2022
2023
100.0 %
32.5
67.5
13.3
9.5
7.8
—
36.9 %
100.0 %
34.8
65.2
14.5
10.5
12.7
0.4
27.1 %
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 in the form of letters of credit.
The following table summarizes our net sales for fiscal 2023 and fiscal 2022 (dollars in millions):
Net sales
Fiscal Year Ended March 31,
2023
2022
$
8,438.7 $
6,820.9
Change
23.7 %
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The increase in net sales in fiscal 2023 compared to fiscal 2022 was primarily due to strong business conditions that
began in the second half of fiscal 2021 as businesses and individuals adapted to the effects of the COVID-19 pandemic.
Business conditions continued to be strong throughout fiscal 2022 and fiscal 2023. In the second half of fiscal 2023, there
began to be some increased uncertainty as to the future direction of the global economy due to rising interest rates and high
inflation. Additionally, semiconductor industry conditions have resulted in increased costs throughout our supply chain,
which we have been generally passing on to our customers in the form of price increases. Our price increases were
implemented at various times and in various amounts throughout fiscal 2022 and fiscal 2023 with respect to our very broad
range of customers and products. These price increases also contributed to the increase in net sales during fiscal 2023
compared to fiscal 2022. Due to the complexity of the implementation of the price increases and the changes in product,
geographic and customer mix, we are not able to quantify the impact of the price increases on our net sales. Additionally, the
increase in net sales was positively impacted by strength in all of our product lines. Due to the size, complexity and diversity
of our customer base, we are not able to quantify any material factor contributing to the changes other than the net demand
fluctuations in the end market we serve. See our Item 1. "Business - Business and Macroeconomic Environment" discussion
for further information on our business outlook.
Other factors that we believe contributed to changes in our reported net sales for fiscal 2023 compared to fiscal 2022 and
which are drivers of long-term trends in our net sales but which factors we are not able to quantify include:
•
•
•
•
semiconductor industry conditions;
our various new product offerings that have increased our served available market;
customers’ increasing needs for the flexibility offered by our programmable solutions; and
increasing semiconductor content in our customers’ products through our Total Systems Solutions.
We sell a large number of products to a large and diverse customer base and there was not any single product or
customer that accounted for a material portion of the change in our net sales in fiscal 2023 or fiscal 2022.
Net sales by product line for fiscal 2023 and fiscal 2022 were as follows (dollars in millions):
Mixed-signal Microcontrollers
Analog
Other
Total net sales
Mixed-signal Microcontrollers
Fiscal Year Ended March 31,
2023
4,755.7
2,376.9
1,306.1
8,438.7
$
$
%
56.3 $
28.2
15.5
100.0 $
2022
3,814.8
1,939.1
1,067.0
6,820.9
%
56.0
28.4
15.6
100.0
Our mixed-signal microcontroller product line represents the largest component of our total net sales. Mixed-signal
microcontrollers and associated application development systems accounted for approximately 56.3% and 56.0% of our net
sales in fiscal 2023 and fiscal 2022, respectively.
Net sales of our mixed-signal microcontroller products increased approximately 24.7% in fiscal 2023 compared to fiscal
2022. The increase in net sales was due primarily to strength in demand for our mixed-signal microcontroller products in end
markets that we serve and our price increases.
Historically, average selling prices in the semiconductor industry decrease over the life of any particular product.
However, the overall average selling prices of our mixed-signal microcontroller products have increased in recent periods and
have remained relatively stable over time due to the proprietary nature of these products. We have in the past been able to,
and expect in the future to be able to, moderate average selling price declines in our mixed-signal microcontroller product
lines by introducing new products with more features and higher prices.
Analog
Our analog product line includes analog, interface, mixed-signal and timing products. Our analog product line accounted
for approximately 28.2% and 28.4% of our net sales in fiscal 2023 and fiscal 2022, respectively.
Net sales from our analog product line increased approximately 22.6% in fiscal 2023 compared to fiscal 2022. The
increase in net sales was primarily due to strength in demand for our analog products in end markets that we serve and our
price increases.
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We consider a majority of the products in our analog product line to be proprietary in nature, where prices are relatively
stable, similar to the pricing stability experienced in our mixed-signal microcontroller products. The non-proprietary portion
of our analog product line will experience price fluctuations, driven primarily by the current supply and demand for those
products.
Other
Our other product line includes FPGA products, royalties associated with licenses for the use of our SuperFlash and other
technologies, sales of our intellectual property, fees for engineering services, memory products, timing systems,
manufacturing services (wafer foundry and assembly and test subcontracting), legacy application specific integrated circuits,
and certain products for aerospace applications. Revenue from these services and products accounted for approximately
15.5% and 15.6% of our net sales in fiscal 2023 and fiscal 2022, respectively.
Net sales related to these products and services increased approximately 22.4% in fiscal 2023 compared to fiscal 2022.
The increase in net sales was primarily due to strength in demand for our products in end markets that we serve and our price
increases. Net sales of our other product line can fluctuate over time based on general economic and semiconductor industry
conditions as well as changes in demand for our FPGA products, licenses, engineering services, memory products, timing
systems, and manufacturing services (wafer foundry and assembly and test subcontracting).
Distribution
Distributors accounted for approximately 47% and 48% of our net sales in fiscal 2023 and fiscal 2022, respectively. With
the exception of Arrow Electronics, our largest distributor, which made up 11% of our net sales, no other distributor or direct
customer accounted for more than 10% of our net sales in fiscal 2023. In fiscal 2022, no distributor or direct customer
accounted for more than 10% of our net sales. 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 Microchip for its products and brand name and use distributors as an
effective supply channel.
Generally, we do not have long-term agreements with our distributors and we, or our distributors, may terminate our
relationships with each other with little or no advance notice, with the exception of orders placed under our Preferred Supply
Program or otherwise designated as non-cancellable. 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, 2023, our distributors maintained 24 days of inventory of our products compared to 17 days at March 31,
2022. Over the past ten fiscal years, the days of inventory maintained by our distributors have fluctuated between
approximately 17 days and 40 days. Inventory holding patterns at our distributors may have a material impact on our net
sales.
Sales by Geography
Sales by geography for fiscal 2023 and fiscal 2022 were as follows (dollars in millions):
Americas
Europe
Asia
Total net sales
Fiscal Year Ended March 31,
2023
2,169.0
1,774.8
4,494.9
8,438.7
$
$
%
25.7 $
21.0
53.3
100.0 $
2022
1,659.3
1,391.0
3,770.6
6,820.9
%
24.3
20.4
55.3
100.0
Americas sales include sales to customers in the U.S., Canada, Central America and South America. Sales to foreign
customers accounted for approximately 78% of our total net sales in each of fiscal 2023 and fiscal 2022. Although our net
sales in all geographies increased in fiscal 2023 compared to fiscal 2022, net sales in Asia decreased as a percentage of total
net sales in fiscal 2023 compared to fiscal 2022 primarily due to economic weakness in the China market caused by uncertain
economic conditions, slowing growth, and the impact of the COVID-19 related lock-downs. Substantially all of our foreign
sales are U.S. dollar denominated. Our sales force in the Americas and Europe supports a significant portion of the design
activity for products which are ultimately shipped to Asia.
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Gross Profit
Our gross profit in fiscal 2023 was $5.70 billion, or 67.5% of net sales, compared to $4.45 billion, or 65.2% of net sales, in
fiscal 2022. The primary reason for the increase in gross profit in fiscal 2023 compared to fiscal 2022 was the net impact of
product mix and average gross profit per unit of $1.31 billion in fiscal 2023. The net impact of product mix and average gross
profit per unit may fluctuate over time due to the mix of sales volumes of lower or higher margin products, changes in selling
prices, and fluctuations in product costs. We are not able to separately quantify these impacts on our gross profit. The net
impact to our gross profit of inventory reserve charges was $89.0 million in fiscal 2023 which adversely impacted our gross
profit in fiscal 2023 compared to fiscal 2022. The gross margin impact of changes in licensing revenue, which has no
associated cost of sales, and the impact of unabsorbed capacity charges in fiscal 2023 compared to fiscal 2022 was not
material.
Our overall inventory levels were $1.32 billion at March 31, 2023, compared to $854.4 million at March 31, 2022. We
maintained 169 days of inventory on our balance sheet at March 31, 2023 compared to 125 days of inventory at March 31,
2022. Inventory increased primarily as a result of our efforts to balance manufacturing production, customer demand and
inventory levels including accommodating requests from certain customers to push-out orders. Our inventory levels are
impacted by the timing of receipt of raw materials, foundry wafers, and strategic last time buy materials and completion of
finished goods. We expect our days of inventory levels at June 30, 2023 to be 159 to 164 days.
We operate assembly and test facilities in Thailand, the Philippines, and other locations throughout the world.
Approximately 59% of our assembly requirements were performed in our internal assembly facilities during each of fiscal
2023 and fiscal 2022. During fiscal 2023, approximately 67% of our test requirements were performed in our internal
facilities, compared to approximately 64% during fiscal 2022. The percentage of our assembly and test operations that are
performed internally fluctuates over time based on supply and demand conditions in the semiconductor industry, our internal
capacity capabilities and our acquisition activities. We believe that the assembly and test operations performed at our
internal facilities provide us with significant cost savings compared to third party contractor assembly and test costs, as well as
increased control over these portions of the manufacturing process. We plan to continue to invest in assembly and test
equipment to increase our internal capacity capabilities and transition certain outsourced assembly and test capacity to our
internal facilities.
We rely on outside wafer foundries for a significant portion of our wafer fabrication requirements. During fiscal 2023,
approximately 63% of our net sales came from products that were produced at outside wafer foundries, compared to
approximately 60% during fiscal 2022.
We anticipate that our gross margins will fluctuate over time, driven primarily by capacity utilization levels, the overall
product mix of mixed-signal microcontroller, analog, FPGA 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. We continue to transition products to more
advanced process technologies to reduce future manufacturing costs.
Research and Development
R&D expenses for fiscal 2023 were $1.12 billion, or 13.3% of net sales, compared to $989.1 million, or 14.5% of net sales,
for fiscal 2022. 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 $129.2 million, or 13.1%, for fiscal 2023 compared to fiscal 2022. The primary reasons for the
increase in R&D expenses in fiscal 2023 compared to fiscal 2022 were increases in headcount and employee compensation as
well as higher product development costs.
R&D expenses fluctuate over time, primarily due to revenue and operating expense investment levels.
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Selling, General and Administrative
Selling, general and administrative expenses for fiscal 2023 were $797.7 million, or 9.5% of net sales, compared to $718.9
million, or 10.5% of net sales, for fiscal 2022. Our goal is to continue to be more efficient with our selling, general and
administrative expenses. Selling, general and administrative expenses include salary expenses related to field sales,
marketing and administrative personnel, advertising and promotional expenditures and legal expenses as well as costs related
to our direct sales force, CEMs and ESEs who work remotely from sales offices worldwide to stimulate demand by assisting
customers in the selection and use of our products.
Selling, general and administrative expenses increased $78.8 million, or 11.0%, for fiscal 2023 compared to fiscal 2022.
The primary reasons for the increase in selling, general and administrative expenses were increases in headcount and
employee compensation.
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 2023 was $669.9 million compared to $862.5 million in fiscal 2022.
The primary reason for the decrease in acquired intangible asset amortization was due to the use of accelerated amortization
methods for assets placed in service in previous fiscal years.
Special (Income) Charges and Other, Net
During fiscal 2023, we earned special income and other, net of $4.0 million primarily related to a favorable resolution of a
previously accrued legal matter partially offset by restructuring costs of acquired and existing wafer fabrication operations to
increase operational efficiency. During fiscal 2022, we incurred special charges and other, net of $29.5 million primarily
related to restructuring of acquired and existing wafer fabrication operations to increase operational efficiency, legal
contingencies and exiting non-manufacturing facilities including contract termination costs, employee severance, and the
disposal of assets. Restructuring expenses incurred during fiscal 2023 and fiscal 2022 include $16.8 million and $21.1 million,
respectively, related to the restructuring of our wafer fabrication operations.
Other Income (Expense)
Interest income in fiscal 2023 was $2.1 million compared to $0.5 million in fiscal 2022.
Interest expense in fiscal 2023 was $203.9 million compared to $257.0 million in fiscal 2022. The primary reasons for the
decrease in interest expense in fiscal 2023 compared to fiscal 2022 relates to the adoption of ASU 2020-06 on April 1, 2022,
which eliminated the amortization of debt discount on our Convertible Debt, and the cumulative pay down of our debt offset
by higher interest rates on our outstanding variable rate debt.
Loss on settlement of debt in fiscal 2023 was $8.3 million compared to $113.4 million in fiscal 2022. In fiscal 2023, the
losses related to the settlement of a portion of our outstanding 2015 Senior Convertible Debt, our 2017 Senior Convertible
Debt, and our 2017 Junior Convertible Debt. In fiscal 2022, the losses primarily related to the settlement of a portion of our
outstanding 2015 Senior Convertible Debt, our 2017 Senior Convertible Debt, and our 2017 Junior Convertible Debt as well as
the amendment and restatement of our Credit Agreement and the repayment of $1.00 billion aggregate principal amount
outstanding of our 3.922% 2021 Notes.
Other income, net, in fiscal 2023 was $3.8 million compared to other income, net of $2.8 million in fiscal 2022. The
primary reasons for the change in other income during fiscal 2023 compared to fiscal 2022 relates to foreign currency
exchange rate fluctuations and gains on equity investments.
Provision for Income Taxes
Our provision or benefit for income taxes is attributable to U.S. federal, state, and foreign income taxes. Our effective tax
rate for the fiscal year ended March 31, 2023, increased significantly over the same period last year primarily due to a
provision in the TCJA. Research and development expenditures incurred after March 31, 2022, must be capitalized and
amortized ratably over five or fifteen years for tax purposes, depending on the location in which the research activities are
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conducted. The resulting capitalization of research and development expenditures impacts the calculation of our global
intangible low-taxed income (GILTI), which is treated as a period cost, beginning in the first quarter of fiscal 2023.
Our effective tax rate in fiscal 2023 includes a $63.8 million tax benefit received from current year generated R&D credits,
which reduced our effective tax rate by 2.2%; an $11.4 million tax benefit for share-based compensation deductions, which
reduced our effective tax rate by 0.4%; a $50.6 million tax expense related to changes in various tax reserves, which increased
our effective tax rate by 1.7%; and a $258.9 million tax expense for the effects of foreign operations, which increased our
effective tax rate by 8.9%.
Our effective tax rate in fiscal 2022 includes a $49.5 million tax benefit received from current year generated R&D credits,
which reduced our effective tax rate by 3.3%; a $17.6 million tax benefit for share-based compensation deductions, which
reduced our effective tax rate by 1.2%; a $47.1 million tax benefit related to changes in various tax reserves, which reduced
our effective tax rate by 3.2%; a $139.9 million tax expense for the effects of foreign operations, which increased our effective
tax rate by 9.4%; and a $25.5 million tax benefit related to the settlement of convertible debt, which reduced our effective tax
rate by 1.7%.
We are subject to taxation in many jurisdictions in which we have operations. The effective tax rates that we pay in these
jurisdictions vary widely, but they are generally lower than our combined U.S. federal and state effective tax rate. Our
domestic blended statutory tax rate in each of fiscal 2023 and fiscal 2022 was approximately 22%. Our non-U.S. blended
statutory tax rates in fiscal 2023 and fiscal 2022 were lower than this amount. The difference in rates applicable in foreign
jurisdictions results from a number of factors, including lower statutory rates, tax holidays, financing arrangements and other
factors. Our effective tax rate has been and will continue to be impacted by the geographical dispersion of our earnings and
losses.
Our foreign tax rate differential benefit primarily relates to our operations in Malta taxed at a 5.0% statutory tax rate and
Ireland taxed at a 12.5% statutory tax rate. Additionally, our Thailand manufacturing operations are currently subject to
numerous tax holidays granted to us based on our investment in property, plant, and equipment in Thailand. Our tax holiday
periods in Thailand expire at various times in the future; however, we actively seek to obtain new tax holidays, otherwise we
will be subject to tax at the statutory tax rate of 20.0%. We do not expect the future expiration of any of our tax holiday
periods in Thailand to have a material impact on our effective tax rate.
In September 2021, we received a Statutory Notice of Deficiency (Notice) from the United States Internal Revenue Service
(IRS) for fiscal 2007 through fiscal 2012. The disputed amounts largely relate to transfer pricing matters. In December 2021,
we filed a petition in the United States Tax Court challenging the Notice.
In May 2023, we received a proposed income adjustment from the Malaysian Inland Revenue Board (IRB) for fiscal 2020,
which if upheld by the highest court that has jurisdiction over this matter in Malaysia, could result in income taxes up to
$420.0 million, exclusive of interest and penalties. The disputed amounts largely relate to the characterization of certain
assets. Depending on the outcome of the IRB audit, we may need to take the matter to court in Malaysia, and if we do, we
may be required to pay the assessment and then request a refund from the court upon a series of favorable rulings. The
timing of adjudicating this matter is uncertain but could commence in the next 12 months.
We firmly believe that the assessments described above are without merit and plan to pursue all available administrative
and judicial remedies necessary to resolve these matters. We intend to vigorously defend our positions and we are confident
in our ability to prevail on the merits. We regularly assess the likelihood of adverse outcomes resulting from examinations
such as these to determine the adequacy of our tax reserves. We believe that the final adjudication of these matters will not
have a material impact on our consolidated financial position and results of operations or cash flows. However, the ultimate
outcome of disputes of this nature is uncertain, and if the IRS and IRB were to prevail on their assertions, the assessed tax,
penalties, and deficiency interest could have a material adverse impact on our financial position, results of operations or cash
flows.
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 2007 and later tax returns remain effectively open for examination by the taxing authorities. We are currently being
audited by the tax authorities in the U.S. and in various foreign jurisdictions. At this time, we do not know what the outcome
of these audits will be. We record benefits for uncertain tax positions based on an assessment of whether it is more likely
than not that the tax positions will be sustained based on their technical merits under currently enacted law. If this threshold
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is not met, no tax benefit of the uncertain tax position is recognized. If the threshold is met, we recognize the largest amount
of the tax benefit that is more than 50% likely to be realized upon ultimate settlement.
In August 2022, the U.S. government enacted the Inflation Reduction Act into law. The Inflation Reduction Act includes a
new Corporate AMT of 15.0% on the AFSI of corporations with average AFSI exceeding $1.00 billion over a three-year period,
as well as a 1% excise tax on the net fair market value of stock repurchases made after December 31, 2022. The Corporate
AMT is effective for us beginning in fiscal 2024. We are evaluating the Inflation Reduction Act and its potential impact on our
tax expense, cash taxes, and effective tax rate.
Liquidity and Capital Resources
We had $234.0 million in cash and cash equivalents at March 31, 2023, a decrease of $85.4 million from the March 31,
2022 balance.
Operating Activities
Net cash provided by operating activities was $3.62 billion in fiscal 2023, primarily due to higher net income of $2.24
billion, adjusted for non-cash and non-operating charges of $1.40 billion and net cash outflows of $16.0 million from changes
in our operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities in fiscal 2023
include an increase in trade accounts receivable driven primarily by higher net sales and an increase in inventories related to
increased raw materials, foundry wafers, finished goods, receipt of strategic last time buy materials, and accommodating
requests form certain customers to push-out orders, offset by increases in accrued and other liabilities driven by higher
deferred revenue and sales related reserves, including cash collected from customers under our LTSAs. The cash collected
from these LTSAs is refundable when customers fulfill their purchase commitments. In future periods, we expect cash inflows
under these LTSAs to decrease, and cash outflows to increase as amounts are refunded to customers (see "Note 2. Net Sales"
to our consolidated financial statements). Net cash provided by operating activities was $2.84 billion in fiscal 2022, primarily
due to net income of $1.29 billion, adjusted for non-cash and non-operating charges of $1.52 billion and net cash inflows of
$34.2 million from changes in our operating assets and liabilities.
Investing Activities
Net cash used in investing activities was $599.5 million for fiscal 2023 compared to $477.7 million for fiscal 2022. Fiscal
2023 and fiscal 2022 investing cash flows primarily related to capital purchases and investments in other assets.
Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions.
Capital expenditures were $486.2 million and $370.1 million in fiscal 2023 and fiscal 2022, respectively. Capital expenditures
were primarily for the expansion of production capacity and the addition of research and development equipment.
Consistent with the slowing macroeconomic environment in the March 2023 quarter, we have paused most of our factory
expansion actions and reduced our planned capital investments for fiscal 2024. We currently intend to invest between $300
million and $400 million in equipment and facilities during the next 12 months. We believe that the capital expenditures
anticipated to be incurred over the next 12 months will provide sufficient manufacturing capacity to support the growth of
our production capabilities for our new products and technologies and to bring in-house more of the assembly and test
operations that are currently outsourced. We expect to finance our capital expenditures through our existing cash balances
and cash flows from operations. In February 2023, we announced our plan to invest $880 million over the next several years
to expand our SiC and silicon production capacity, including the production of 8-inch wafers, at our Fab 5 facility. In August
2022, the U.S. government enacted the CHIPS Act which is to provide billions of dollars of cash incentives and a new
investment tax credit to increase domestic manufacturing capacity in our industry. We expect to receive the cash benefit
associated with the investment tax credit for qualifying capital expenditures in future periods and expect to apply for other
incentives provided by the legislation; however, there can be no assurance that we will receive any such other incentives,
what the amount and timing of any incentive we receive will be, as to which other companies will receive incentives and
whether the legislation will have a positive or negative impact on our competitive position.
Financing Activities
Net cash used in financing activities was $3.10 billion for fiscal 2023 compared to net cash used in financing activities of
$2.33 billion for fiscal 2022. Significant transactions affecting our net financing cash flows included:
•
in fiscal 2023, $1.47 billion of cash used to pay down certain principal of our debt, including our 2015 Senior
Convertible Debt, our 2017 Senior Convertible Debt, our 2017 Junior Convertible Debt, and our Revolving Credit
Facility, and
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•
•
•
in fiscal 2022, $1.38 billion of cash used to pay down certain principal of our debt, including the cash portion of
the settlement of our 2015 Senior Convertible Debt, our 2017 Senior Convertible Debt and our 2017 Junior
Convertible Debt, our Revolving Credit Facility and our 3.922% 2021 Notes, partially funded by the issuance of
our senior notes, and
in fiscal 2023 and fiscal 2022, we paid cash dividends to our stockholders of $695.3 million and $503.8 million,
respectively, and
in fiscal 2023 and fiscal 2022, we repurchased shares of our common stock for $945.8 million and $425.6 million,
respectively.
In December 2021, we amended and restated our Credit Agreement in its entirety. The amended and restated Credit
Agreement provides for an unsecured revolving loan facility up to $2.75 billion that terminates on December 16, 2026. The
Credit Agreement also permits us, subject to certain conditions, to add one or more incremental term loan facilities or
increase the revolving loan commitments up to $750.0 million. As of March 31, 2023, the principal amount of our outstanding
indebtedness was $6.47 billion. At March 31, 2023, we had $100.0 million of outstanding borrowings under the Revolving
Credit Facility compared to $1.40 billion at March 31, 2022. Our 4.333% 2023 Notes mature on June 1, 2023, and we intend
to finance the repayment of such notes using available borrowings under our Revolving Credit Facility.
Capital Returns
In November 2021, our Board of Directors authorized the repurchase of up to $4.00 billion of our common stock in the
open market or in privately negotiated transactions. In fiscal 2023, we repurchased approximately 12.9 million shares of our
common stock for $945.8 million under this authorization. In fiscal 2022, we repurchased approximately 5.6 million shares of
our common stock for $425.6 million under this authorization. As of March 31, 2023, approximately $2.63 billion remained
available for repurchases under the program. As of March 31, 2023, we held approximately 32.3 million shares as treasury
shares. Our current intent is to regularly repurchase shares of our common stock over time based on our cash generation,
leverage metrics, and market conditions.
In October 2002, we announced that our Board of Directors had approved and instituted a quarterly cash dividend on our
common stock. To date, our cumulative dividend payments have totaled approximately $5.74 billion. Cash dividends paid per
share were $1.263 and $0.910 during fiscal 2023 and fiscal 2022, respectively. Total dividend payments amounted to $695.3
million and $503.8 million during fiscal 2023 and fiscal 2022, respectively. A quarterly dividend of $0.383 per share was
declared on May 4, 2023 and will be paid on June 5, 2023 to stockholders of record as of May 22, 2023. We expect the
aggregate cash dividend for the June 2023 quarter to be approximately $209.0 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 increase our 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 Revolving Credit Facility will be sufficient to meet our currently anticipated cash requirements for at least the next 12
months. Our long-term liquidity requirements primarily arise from working capital requirements, interest and principal
repayments related to our outstanding indebtedness, capital expenditures, cash dividends, share repurchases, and income tax
payments. For additional information regarding our cash requirements see "Note 10. Commitments and Contingencies",
"Note 9. Leases", "Note 5. Debt" and "Note 11. Income Taxes" to our consolidated financial statements. The semiconductor
industry is capital intensive and 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 and to expand our existing facilities or
potentially construct new facilities. We may increase our borrowings under our Revolving Credit Facility 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. We may from time to time seek to refinance
certain of our outstanding notes or Convertible Debt through issuances of new notes or convertible debt, tender offers,
exchange transactions or open market repurchases. Such issuances, tender offers or exchanges or purchases, if any, will
depend on prevailing market conditions, our ability to negotiate acceptable terms, our liquidity position and other factors.
There can be no assurance that any financing will be available on acceptable terms due to uncertainties resulting from rising
interest rates, higher inflation, economic uncertainty, instability in the banking sector, the COVID-19 pandemic, or other
factors, and any additional equity financing would result in incremental ownership dilution to our existing stockholders. We
48
Table of Contents
also plan to pursue incentives under the CHIPS Act to increase our domestic manufacturing capacity; however, there can be
no assurance that we will receive any such incentives or what the amount and timing of any incentive we receive will be.
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
Interest Rate Risk
As of March 31, 2023, our current and long-term debt totaled $6.47 billion. We have no interest rate exposure to rate
changes on our fixed rate debt, which totaled $6.37 billion as of March 31, 2023. We have interest rate exposure with respect
to the $100.0 million of our variable interest rate debt outstanding under our Revolving Credit Facility as of March 31, 2023. A
50-basis point increase in interest rates would increase our expected annual interest expense for the next 12 months by
approximately $0.5 million. We intend to finance the repayment of a portion of our fixed rate debt maturing within the next
12 months using available borrowings under our Revolving Credit Facility, at which point, changes in interest rates will have a
more significant impact on our interest expense. For additional information, refer to "Note 5. Debt" for a summary of our
debt obligations by maturity date.
Inflation Risk
Inflation has not had a material adverse impact on our operating results in recent periods. However, if our costs were to
continue to become subject to significant inflationary pressures, we may not be able to continue to offset such higher costs
through price increases which could adversely impact our operating results.
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 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 were 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
SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and
our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and
procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our
management. Our disclosure controls and procedures include components of our internal control over financial
reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the
level of reasonable assurance because a control system, no matter how well designed and operated, can provide only
reasonable, but not absolute, assurance that the control system's objectives will be met.
Management Report on Internal Control Over Financial Reporting
Our management, including our principal executive officer and our principal financial officer, 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 U.S.
49
Table of Contents
GAAP. 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 U.S. GAAP, 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, 2023, 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 U.S. GAAP. 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,
2023, which is included on page F-3.
Changes in Internal Control over Financial Reporting
During the three months ended March 31, 2023, 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.
Item 9B. Other Information
J. Eric Bjornholt, our Senior Vice President and Chief Financial Officer has entered into a trading plan 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
Information on the members of our Board of Directors is incorporated herein by reference to our proxy statement for our
2023 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 2023 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 11, above.
50
Table of Contents
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 2023 annual meeting of stockholders under the caption "Code of Business 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 2023 annual meeting of stockholders
under the caption "Requirements, Including Deadlines, for Receipt of Stockholder Proposals for the 2023 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 2023 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 2023 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 2023 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 2023 annual meeting of stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information with respect to securities authorized for issuance under our equity compensation plans is incorporated
herein by reference to the information under the caption "Executive Compensation – Equity Compensation Plan Information"
in our proxy statement for our 2023 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 2023 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 2023 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 2023 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 2023 annual meeting of stockholders.
51
Table of Contents
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 (PCAOB ID: 42)
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
Consolidated Balance Sheets as of March 31, 2023 and 2022
Consolidated Statements of Income for each of the three years in the period ended March 31, 2023
Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31,
2023
Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, 2023
Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, 2023
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
(3)
The Exhibits filed with this Form 10-K or incorporated herein by reference are set forth in the Exhibit Index,
which 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
F-1
F-3
F-4
F-5
F-6
F-7
F-9
F-10
None
Item 16. Form 10-K Summary
Not applicable.
52
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
Table of Contents
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
3.1
Exhibit Description
Amended and Restated Certificate of
Incorporation of Microchip Technology
Incorporated
Form File Number Exhibit
000-21184
8-K
3.1
Filed or
Furnished
Herewith
Filing Date
August 26, 2021
Amended and Restated Bylaws of Registrant,
as amended effective May 25, 2021
Indenture dated as of February 11, 2015
between Microchip Technology Incorporated
and Wells Fargo Bank, N.A.
Indenture dated as of February 15, 2017
between Microchip Technology Incorporated
and Wells Fargo Bank, National Association
Indenture dated as of February 15, 2017
between Microchip Technology Incorporated
and Wells Fargo Bank, National Association
8-K
000-21184
3.1
May 28, 2021
8-K
000-21184
4.1
February 11, 2015
8-K
000-21184
4.1
February 15, 2017
8-K
000-21184
4.3
February 15, 2017
Description of Registered Securities
10-K
000-21184
8-K
000-21184
4.4
4.1
May 22, 2020
June 3, 2020
Senior Secured Notes Indenture, dated as of
May 29, 2020, by and among Microchip
Technology Incorporated, the subsidiary
guarantors named therein and Wells Fargo
Bank, National Association, as trustee and
collateral agent
Senior Notes Indenture, dated as of May 29,
2020, by and among Microchip Technology
Incorporated, the subsidiary guarantors
named therein and Wells Fargo Bank,
National Association, as trustee
Form of 2.670% Senior Secured Note due
2023 (included in Exhibit 4.1 of 8-K filed on
June 3, 2020)
Form of 4.250% Senior Note due 2025
(included in Exhibit 4.2 of 8-K filed on June 3,
2020)
Indenture, dated as of December 1, 2020,
between Microchip Technology Incorporated
and Wells Fargo Bank, National Association,
as trustee
Form of 0.125% Convertible Senior Note due
2024 (included in Exhibit 4.1 of the 8-K filed
on December 2, 2020)
Senior Secured Notes Indenture, dated as of
December 17, 2020, by and among
Microchip Technology Incorporated, the
subsidiary guarantors named therein and
Wells Fargo Bank, National Association, as
trustee and collateral agent
8-K
000-21184
4.2
June 3, 2020
8-K
000-21184
4.3
June 3, 2020
8-K
000-21184
4.4
June 3, 2020
8-K
000-21184
4.1 December 2, 2020
8-K
000-21184
4.2 December 2, 2020
8-K
000-21184
4.1 December 18, 2020
4.12
Form of 0.972% Senior Secured Note due
2024 (included in Exhibit 4.1 of the 8-K filed
on December 18, 2020)
8-K
000-21184
4.2 December 18, 2020
53
Table of Contents
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
4.13
Exhibit Description
Senior Secured Notes Indenture, dated as of
May 28, 2021, by and among Microchip
Technology Incorporated, the subsidiary
guarantors named therein and Wells Fargo
Bank, National Association, as trustee and
collateral agent
4.14
Form of 0.983% Senior Secured Note due
2024 (included in Exhibit 4.1 of 8-K filed on
May 28, 2021)
10.1
Form of Capped Call Confirmation
10.2
10.3
10.4
10.5*
10.6*
10.7*
Amended and Restated Guaranty, dated as
of May 29, 2018, made by the subsidiaries of
Microchip Technology Incorporated party
thereto as guarantors in favor of JPMorgan
Chase Bank, N.A., as Administrative Agent
Amended and Restated Credit Agreement,
dated as of December 16, 2021, by and
among Microchip Technology Incorporated,
the lenders from time to time 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
Form of Notice of Grant for 2004 Equity
Incentive Plan (including Exhibit A Stock
Option Agreement)
Form of RSU Grant Notice and Global RSU
Agreement V-4004
Form of Notice of Stock Option Grant and
Stock Option Agreement
Form File Number Exhibit
000-21184
8-K
4.1
Filed or
Furnished
Herewith
Filing Date
May 28, 2021
8-K
000-21184
4.2
May 28, 2021
8-K
8-K
000-21184
10.2 November 20, 2020
000-21184
10.3
May 29, 2018
8-K
000-21184
10.1 December 16, 2021
10-K
000-21184
10.4
May 20, 2022
S-8 333-119939
4.5
October 25, 2004
10-K
000-21184
10.17
May 30, 2019
10-K
000-21184
10.18
May 30, 2019
10.8*
Form of CEO RSU Grant and RSU Agreement
10-K
000-21184
10.19
May 30, 2019
10.9*
Form of Notice of Grant of RSU Agreement
10-K
000-21184
10.20
May 30, 2019
10.10* Notice of Grant of Restricted Stock Units
8-K
000-21184
10.1
January 7, 2020
(TSR)
10.11* Notice of Grant of Restricted Stock Units
(PSU, 8 Quarters, Ops Matrix)
10.12* Notice of Grant of Restricted Stock Units
(PSU, 12 Quarters, Updated Ops Matrix)
X
X
10.13* Management Incentive Compensation Plan
8-K
000-21184
10.1
March 2, 2021
(as amended through February 26, 2021)
10.14* Microchip Technology Incorporated
Supplemental Retirement Plan
S-8 333-101696
4.1.1 December 6, 2002
10.15* Amendments to Supplemental Retirement
10-Q 000-21184
10.1
February 9, 2006
Plan
10.16* Amended and Restated Adoption Agreement
10-K
000-21184
10.28
May 24, 2016
to the Microchip Technology Incorporated
Supplemental Retirement Plan dated
October 8, 2008, as amended December 15,
2008
54
Table of Contents
Exhibit
Number
10.17* 2004 Equity Incentive Plan, as amended
Exhibit Description
through May 24, 2022
EXHIBIT INDEX
Incorporated by Reference
Form File Number Exhibit
10-Q 000-21184
10.1
Filing Date
August 2, 2022
Filed or
Furnished
Herewith
10.18* 2001 Employee Stock Purchase Plan, as
10-Q 000-21184
10.2 November 4, 2021
amended through October 12, 2021
10.19* 1994 International Employee Stock Purchase
Plan, as amended through October 12, 2021
10.20* Form of Notice of Grant of Restricted Stock
Units (Performance) for 2004 Equity
Incentive Plan (including Exhibit A
Performance Matrix)
10.21* Form of Notice of Grant of Restricted Stock
Units for 2004 Equity Incentive Plan
10.22* Form of Notice of Grant of Restricted Stock
Units (Performance) for 2004 Equity
Incentive Plan (including Exhibit A
Performance Matrix)
10.23* Amended and Restated Form of Notice of
Grant of Restricted Stock Units
(Performance) for 2004 Equity Incentive Plan
(including Exhibit A Performance Matrix)
10-Q 000-21184
10.3 November 4, 2021
10-K
000-21184
10.18
May 20, 2022
10-K
000-21184
10.19
May 20, 2022
10-Q 000-21184
10.1 November 3, 2022
10-Q 000-21184
10.1
February 2, 2023
10.24* Change of Control Severance Agreement
8-K
000-21184
10.1 December 18, 2008
(Single Trigger)
10.25* Change of Control Severance Agreement
8-K
000-21184
10.2 December 18, 2008
(Double Trigger)
10.26 Development Agreement dated as of July 17,
1997 by and between Registrant and the City
of Tempe, Arizona
19.1
Insider Trading Policy
19.2
Requirements for 10b5-1 Trading Plans
21.1
Subsidiaries of Registrant
23.1
Consent of Independent Registered Public
Accounting Firm
24.1
Power of Attorney
31.1
31.2
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)
32**
Certifications Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document - the instance
document does not appear in the Interactive
File because its XBRL tags are embedded
within the Inline XBRL document
10-Q 000-21184
10.2
February 13, 1998
X
X
X
X
X
X
X
X
X
55
Table of Contents
EXHIBIT INDEX
Incorporated by Reference
Form File Number Exhibit
Filing Date
Filed or
Furnished
Herewith
X
X
X
X
X
X
Exhibit
Number
101.SCH XBRL Taxonomy Extension Schema
Exhibit Description
Document
101.CAL Taxonomy Extension Calculation Linkbase
Document
101.DEF XBRL Taxonomy Extension Definition
Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase
Document
101.PRE XBRL Taxonomy Presentation Linkbase
Document
104
Cover Page Interactive Data File - the cover
page XBRL tags are embedded within the
Inline XBRL document and contained in
Exhibit 101
*Compensation plans or arrangements in
which directors or executive officers are
eligible to participate
** Furnished herewith
56
Table of Contents
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 25, 2023
MICROCHIP TECHNOLOGY INCORPORATED
(Registrant)
By: /s/ Ganesh Moorthy
Ganesh Moorthy
President, Chief Executive Officer, and Director
57
Table of Contents
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 GANESH MOORTHY 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 25th day of May, 2023.
58
Table of Contents
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/ Ganesh Moorthy
Ganesh Moorthy
/s/ Steve Sanghi
Steve Sanghi
/s/ Matthew W. Chapman
Matthew W. Chapman
/s/ Esther L. Johnson
Esther L. Johnson
/s/ Karlton D. Johnson
Karlton D. Johnson
/s/ Wade F. Meyercord
Wade F. Meyercord
/s/ Robert A. Rango
Robert A. Rango
/s/ Karen M. Rapp
Karen M. Rapp
/s/ J. Eric Bjornholt
J. Eric Bjornholt
President, Chief Executive Officer,
and Director
(Principal Executive Officer)
May 25, 2023
Executive Chair
May 25, 2023
May 25, 2023
May 25, 2023
May 25, 2023
May 25, 2023
May 25, 2023
May 25, 2023
May 25, 2023
Director
Director
Director
Director
Director
Director
Senior Vice President and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
59
Table of Contents
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, 2023
MICROCHIP TECHNOLOGY INCORPORATED
AND SUBSIDIARIES
CHANDLER, ARIZONA
Table of Contents
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
Consolidated Balance Sheets as of March 31, 2023 and 2022
Consolidated Statements of Income for each of the three years in the period ended March 31, 2023
Consolidated Statements of Comprehensive Income for each of the three years in the period ended
March 31, 2023
Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, 2023
Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31,
2023
Notes to Consolidated Financial Statements
Page
F-1
F-3
F-4
F-5
F-6
F-7
F-9
F-10
i
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Microchip Technology Incorporated
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Microchip Technology Incorporated and subsidiaries (the
Company) as of March 31, 2023 and 2022, 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, 2023, and the related notes (collectively
referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of the Company at March 31, 2023 and 2022, and the results of its operations and
its cash flows for each of the three years in the period ended March 31, 2023, 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)
(PCAOB), the Company's internal control over financial reporting as of March 31, 2023, 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 25, 2023 expressed an unqualified opinion thereon.
Adoption of ASU No. 2020-06
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for
convertible debt instruments in the year ended March 31, 2023 due to the adoption of ASU No. 2020-06, Debt with
Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether
due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion
on the critical audit matter or on the account or disclosure to which it relates.
F-1
Table of Contents
Unrecognized tax benefits
Description of
the Matter
As more fully described in Note 11 to the consolidated financial statements, the Company operates in a
number of tax jurisdictions and its income tax returns are subject to examination by tax authorities in
those jurisdictions that may challenge tax positions taken on these returns. Because the matters
challenged by authorities can be complex and subject to interpretation, their ultimate outcome is
uncertain. The Company uses significant judgment in (1) determining whether a tax position, based on its
technical merits, is more-likely-than-not to be sustained upon examination and (2) measuring the amount
of tax benefit that qualifies for recognition. As of March 31, 2023, the Company recognized accrued
liabilities for unrecognized tax benefits associated with various tax positions totaling $848.0 million.
Auditing the recognition and measurement of unrecognized tax benefits was challenging and requires a
high degree of auditor judgment and increased extent of effort, including the involvement of our tax
professionals, because interpreting and applying tax laws can be complex.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls
over the Company’s accounting process for unrecognized tax benefits. This included testing controls over
management’s review of the technical merits of tax positions, including the process to measure their
financial statement impact.
Our audit procedures included, among others, evaluating the judgments the Company made to develop
its material tax positions and related unrecognized tax benefit amounts by jurisdiction and testing the
completeness and accuracy of the underlying data used by the Company to measure material
unrecognized tax benefits. We involved our tax professionals, including international tax, transfer pricing
and local professionals located in certain material jurisdictions, who used their knowledge and experience
to assess the technical merits of the Company’s tax positions and to evaluate the application of relevant
tax laws in the Company’s recognition determination. We assessed the Company’s correspondence with
the relevant tax authorities and evaluated tax opinions or other third-party advice obtained by the
Company. We also evaluated the adequacy of the Company’s disclosures included in Note 11 in relation
to these tax matters.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2001.
Phoenix, Arizona
May 25, 2023
F-2
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Microchip Technology Incorporated
Opinion on Internal Control Over Financial Reporting
We have audited Microchip Technology Incorporated and subsidiaries’ internal control over financial reporting as of
March 31, 2023, 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). In our opinion, Microchip
Technology Incorporated and subsidiaries (the Company) maintained, in all material respects, effective internal control over
financial reporting as of March 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of March 31, 2023 and 2022, 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, 2023, and the related notes and our report dated May 25, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management 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 are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ Ernst & Young LLP
Phoenix, Arizona
May 25, 2023
F-3
Table of Contents
Item 1. Financial Statements
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)
ASSETS
March 31,
2023
2022
Cash and cash equivalents
Short-term investments
Accounts receivable, net
Inventories
Other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Intangible assets, net
Long-term deferred tax assets
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable
Accrued liabilities
Current portion of long-term debt
Total current liabilities
Long-term debt
Long-term income tax payable
Long-term deferred tax liability
Other long-term liabilities
Stockholders' equity:
Preferred stock, $0.001 par value; authorized 5,000,000 shares; no shares issued or
outstanding
Common stock, $0.001 par value; authorized 900,000,000 shares; 577,805,623
shares issued and 545,459,814 shares outstanding at March 31, 2023; 577,805,396
shares issued and 554,500,524 shares outstanding at March 31, 2022
Additional paid-in capital
Common stock held in treasury: 32,345,809 shares at March 31, 2023; 23,304,872
shares at March 31, 2022
Accumulated other comprehensive loss
Retained earnings
Total stockholders' equity
Total liabilities and stockholders' equity
$
$
$
234.0 $
—
1,305.3
1,324.9
205.1
3,069.3
1,177.9
6,673.6
3,369.0
1,623.3
457.2
16,370.3 $
396.9 $
1,323.5
1,398.2
3,118.6
5,041.7
705.7
42.7
948.0
317.4
2.0
1,072.6
854.4
206.2
2,452.6
967.9
6,673.6
4,043.1
1,797.1
265.2
16,199.5
344.7
1,054.3
—
1,399.0
7,687.4
704.6
39.8
473.9
—
—
0.5
2,413.3
(1,660.2)
(4.1)
5,764.1
6,513.6
$
16,370.3 $
0.6
2,535.9
(796.3)
(20.6)
4,175.2
5,894.8
16,199.5
See accompanying notes to consolidated financial statements
F-4
Table of Contents
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
Net sales
Cost of sales
Gross profit
Research and development
Selling, general and administrative
Amortization of acquired intangible assets
Special (income) charges and other, net
Operating expenses
Operating income
Interest income
Interest expense
Loss on settlement of debt
Other income (loss), net
Income before income taxes
Income tax provision (benefit)
Net income
Basic net income per common share
Diluted net income per common share
Dividends declared per common share
Basic common shares outstanding
Diluted common shares outstanding
Fiscal Year Ended March 31,
2022
2021
2023
$
8,438.7 $
2,740.8
5,697.9
6,820.9 $
2,371.3
4,449.6
1,118.3
797.7
669.9
(4.0)
2,581.9
3,116.0
2.1
(203.9)
(8.3)
3.8
2,909.7
672.0
2,237.7 $
4.07 $
4.02 $
1.263 $
550.4
557.3
989.1
718.9
862.5
29.5
2,600.0
1,849.6
0.5
(257.0)
(113.4)
2.8
1,482.5
197.0
1,285.5 $
2.33 $
2.27 $
0.910 $
552.3
565.9
$
$
$
$
5,438.4
2,059.6
3,378.8
836.4
610.3
932.3
1.7
2,380.7
998.1
1.7
(356.9)
(299.6)
(3.8)
339.5
(9.9)
349.4
0.67
0.65
0.747
519.2
541.2
See accompanying notes to consolidated financial statements
F-5
Table of Contents
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Net income
Components of other comprehensive income (loss):
Defined benefit plans:
Actuarial gains (losses) related to defined benefit pension
plans, net of tax effect
Change in net foreign currency translation adjustment
Other comprehensive income (loss), net of tax effect
Comprehensive income
Fiscal Year Ended March 31,
2022
2021
2023
$
2,237.7 $
1,285.5 $
349.4
16.6
(0.1)
16.5
2,254.2 $
7.8
(2.2)
5.6
1,291.1 $
$
(8.3)
3.7
(4.6)
344.8
See accompanying notes to consolidated financial statements
F-6
Table of Contents
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
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
Loss on settlement of debt
Amortization of debt discount
Amortization of debt issuance costs
Impairment of intangible assets
Other non-cash adjustment
Changes in operating assets and liabilities, excluding impact of
acquisitions:
Increase in accounts receivable
(Increase) decrease in inventories
Increase in accounts payable and accrued liabilities
Change in other assets and liabilities
Change in income tax payable
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from sales of assets
Investments in other assets
Capital expenditures
Net cash used in investing activities
Cash flows from financing activities: (1)
Proceeds from borrowings on Revolving Credit Facility
Repayments of Revolving Credit Facility
Proceeds from issuance of senior notes
Repayment of senior notes
Repayment of Bridge Loan Facility
Repayments of Term Loan Facility
Payments on settlement of convertible debt
Deferred financing costs
Purchase of capped call options
Proceeds from sale of common stock
Tax payments related to shares withheld for vested RSUs
Repurchase of common stock
Payment of cash dividends
Capital lease payments
Net cash used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, and restricted cash at beginning of
period
Cash and cash equivalents, and restricted cash at end of period
Supplemental disclosure of cash flow information:
Non-cash activities:
ROU assets obtained in exchange of lease liabilities
Cash paid for:
F-7
Fiscal Year Ended March 31,
2022
2023
2021
$
2,237.7 $
1,285.5 $
349.4
998.4
205.5
170.4
8.3
7.2
9.5
1.8
(1.8)
(232.7)
(483.2)
323.4
404.5
(28.0)
3,621.0
0.9
(114.2)
(486.2)
(599.5)
5,935.0
(7,234.1)
—
—
—
—
(170.4)
—
—
82.3
(75.8)
(945.8)
(695.3)
(0.8)
(3,104.9)
(83.4)
1,143.5
7.9
210.2
113.4
44.9
11.5
3.0
(11.4)
(74.9)
(177.8)
192.7
79.4
14.8
2,842.7
14.1
(121.7)
(370.1)
(477.7)
4,176.0
(5,123.5)
997.0
(1,000.0)
—
—
(424.7)
(8.5)
—
70.5
(84.2)
(425.6)
(503.8)
(0.8)
(2,327.6)
37.4
317.4
234.0 $
280.0
317.4 $
1,153.3
(138.9)
198.3
299.6
71.1
17.1
—
(6.4)
(63.7)
18.4
17.6
(16.7)
17.4
1,916.5
8.3
(89.0)
(92.6)
(173.3)
3,966.0
(4,007.9)
3,577.8
—
(615.0)
(1,723.5)
(2,611.4)
(21.2)
(35.8)
60.3
(64.6)
—
(388.3)
(0.6)
(1,864.2)
(121.0)
401.0
280.0
38.4 $
27.5 $
65.6
$
$
Table of Contents
Fiscal Year Ended March 31,
2022
2023
2021
Interest
Income taxes
Operating lease payments in operating cash flows
265.4
87.3
47.4
(1) During the fiscal year ended March 31, 2021, the Company completed the December 2020 settlement of $1,086.5 million
principal amount of convertible debt in exchange for $428.9 million in cash, 8.4 million shares of common stock and $665.5
million principal amount of 2020 Senior Convertible Debt. Refer to Note 5 for further information.
181.5 $
482.6 $
39.7 $
207.8 $
141.4 $
45.7 $
$
$
$
See accompanying notes to consolidated financial statements
F-8
Table of Contents
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions)
Common Stock and
Additional Paid-in-
Capital
Common Stock Held
in Treasury
Shares
Amount
Shares
Amount
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Total
Equity
Balance at March 31, 2020
Net income
Other comprehensive loss
Proceeds from sales of common
stock through employee equity
incentive plans
RSU and SAR withholdings
Treasury stock used for new
issuances
Shares issued to settle
convertible debt
Settlement of convertible debt
Purchase of capped call options
Issuance of 2020 Senior
Convertible Debt
Share-based compensation
Cash dividend
Balance at March 31, 2021
Net income
Other comprehensive income
Proceeds from sales of common
stock through employee equity
incentive plans
RSU and SAR withholdings
Treasury stock used for new
issuances
Repurchase of common stock
Shares issued to settle
convertible debt
Settlement of convertible debt
Share-based compensation
Cash dividend
Balance at March 31, 2022
Adoption of ASU 2020-06,
cumulative adjustment
Net income
Other comprehensive income
Proceeds from sales of common
stock through employee equity
incentive plans
RSU and SAR withholdings
Treasury stock used for new
issuances
Repurchase of common stock
Settlement of convertible debt
Share-based compensation
Cash dividend
Balance at March 31, 2023
516.8 $ 2,675.3
—
—
—
—
5.4
(1.2)
(4.2)
60.3
(64.6)
(66.8)
52.2
—
—
3,171.1
(3,622.1)
(35.8)
—
—
—
569.0
—
—
87.7
198.5
—
2,403.6
—
—
5.4
(1.2)
(4.2)
—
70.5
(84.2)
(63.1)
—
8.8
—
—
—
577.8
670.7
(668.5)
207.5
—
2,536.5
—
—
—
(128.3)
—
—
4.9
(1.0)
82.3
(75.8)
(3.9)
—
—
—
—
(81.9)
—
(91.1)
172.1
—
577.8 $ 2,413.8
26.1 $ (500.6) $
—
—
—
—
—
—
—
—
(4.2)
66.8
—
—
—
—
—
—
21.9
—
—
—
—
(4.2)
5.6
—
—
—
—
23.3
—
—
—
—
—
—
—
—
—
—
—
(433.8)
—
—
—
—
63.1
(425.6)
—
—
—
—
(796.3)
—
—
—
—
—
(21.6) $ 3,432.4 $ 5,585.5
349.4
349.4
(4.6)
—
—
(4.6)
—
—
—
—
—
—
—
—
—
(26.2)
—
5.6
—
—
—
—
—
—
—
—
(20.6)
—
—
16.5
—
—
—
—
—
—
—
—
—
—
(388.3)
3,393.5
1,285.5
—
—
—
—
—
—
—
—
(503.8)
4,175.2
46.5
2,237.7
—
60.3
(64.6)
—
3,171.1
(3,622.1)
(35.8)
87.7
198.5
(388.3)
5,337.1
1,285.5
5.6
70.5
(84.2)
—
(425.6)
670.7
(668.5)
207.5
(503.8)
5,894.8
(81.8)
2,237.7
16.5
—
—
82.3
(75.8)
(3.9)
12.9
—
—
—
81.9
(945.8)
—
—
—
32.3 $ (1,660.2) $
—
—
—
—
—
—
—
(945.8)
—
(91.1)
—
172.1
—
(695.3)
(695.3)
(4.1) $ 5,764.1 $ 6,513.6
See accompanying notes to consolidated financial statements
F-9
Table of Contents
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1. Significant Accounting Policies
Nature of Business
Microchip Technology Incorporated (Microchip or the Company) develops, manufactures and sells smart, connected and
secure embedded control solutions used by its customers for a wide variety of applications. The Company provides 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 the Company's solutions by its customers in their end products.
Principles of Consolidation
The Company prepares its consolidated financial statements in accordance with U.S. GAAP. The consolidated financial
statements include the accounts of Microchip and its majority-owned and controlled subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation. All dollar amounts in the financial statements
and tables in these notes, except per share amounts, are stated in millions of U.S. dollars unless otherwise noted.
Revenue Recognition
The Company generates revenue primarily from sales of semiconductor products to distributors and non-distributor
customers (direct customers) and, to a lesser extent, from royalties paid by licensees of intellectual property. The Company
applies the following five-step approach to determine the timing and amount of revenue recognition: (i) identify the contract
with the customer, (ii) identify performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the
transaction price to the performance obligations in the contract, and (v) recognize revenue when the performance obligations
are satisfied.
Sales to distributors are governed by a distributor agreement, a purchase order, and an order acknowledgment. Sales to
distributors do not meet the definition of a contract until the distributor has sent in a purchase order, the Company has
acknowledged the order, the Company has deemed the collectability of the consideration to be probable, and legally
enforceable rights and obligations have been created. As is customary in the semiconductor industry, the Company offers
price concessions and stock rotation rights to many of its distributors. As these are forms of variable consideration, the
Company estimates the amount of consideration to which they will be entitled using recent historical data and applying the
expected value method. The transaction price is net of all taxes imposed on and concurrent with specific revenue-producing
transactions. After the transaction price has been determined and allocated to the performance obligations, the Company
recognizes revenue when the performance obligations are satisfied. Substantially all of the revenue generated from contracts
with distributors is recognized at, or near to, the time risk and title of the inventory transfers to the distributor.
Sales to direct customers are generally governed by a purchase order and an order acknowledgment. Sales to direct
customers usually do not meet the definition of a contract until the direct customer has sent in a purchase order, the
Company has acknowledged the order, the Company has deemed the collectability of the consideration to be probable, and
legally enforceable rights and obligations have been created. Generally, the transaction price associated with contracts with
direct customers is set at the standalone selling price and is not variable. The transaction price is net of all taxes imposed on
and concurrent with specific revenue-producing transactions. After the transaction price has been determined and allocated
to the performance obligations, the Company recognizes revenue when the performance obligations are satisfied.
Substantially all of the revenue generated from contracts with direct customers is recognized at, or near to, the time risk and
title of the inventory transfers to the customer.
The Company entered into LTSAs with certain of its customers that purchase through distributors or directly from the
Company. Under these LTSAs, the Company receives an upfront deposit and minimum purchase commitments from the
customer in exchange for assured supply over the contract period, which typically ranges from three to five years. If the
customer meets the minimum purchase commitments defined in the contract, the Company returns the deposit to the
customer. If not, the Company may retain all, or a portion of the deposit which will be recognized as revenue as the
remaining performance obligations under the LTSAs are satisfied. The upfront deposits collected by the Company are
recorded as deferred revenue in accrued liabilities or other long-term liabilities depending on the expected timing of the
satisfaction of the underlying performance obligations.
F-10
Table of Contents
Revenue generated from licensees is governed by licensing agreements. The Company's primary performance obligation
related to these agreements is to provide the licensee the right to use the intellectual property. The final transaction price is
determined by multiplying the usage of the license by the royalty, which is fixed in the licensing agreement. Revenue is
recognized as usage of the license occurs.
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. Renewals or extensions of these assets
are expensed as incurred. 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
Substantially all of 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 (loss), net 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 fiscal 2023, 2022 and 2021, certain foreign subsidiaries acquired as part of the Company's acquisition activities
had the local currency as the functional currency.
Income Taxes
As part of the process of preparing its consolidated financial statements, the Company is required to record its income
taxes in each of the jurisdictions in which it operates. This process involves determining its actual current tax exposure
together with assessing temporary and permanent differences resulting from differing treatment of items for tax and
accounting purposes. These temporary differences result in deferred tax assets and liabilities, which are included within the
Company's consolidated balance sheets. The Company must then assess the likelihood that its deferred tax assets will be
recovered from future taxable income within the relevant jurisdiction and to the extent the Company believes that recovery is
not likely, it must establish a valuation allowance. The Company provided valuation allowances for certain of its deferred tax
assets where it is more likely than not that some portion, or all of such assets, will not be realized.
Various taxing authorities in the U.S. and other countries in which the Company does business scrutinize the tax
structures employed by businesses. Companies of a similar size and complexity as the Company are regularly audited by the
taxing authorities in the jurisdictions in which they conduct significant operations. During the fiscal year ended March 31,
2023, various jurisdictions finalized their audits for certain periods. The close of these audits did not have a material adverse
impact on the financial statements. The Company is currently being audited by the tax authorities in the United States and
various foreign jurisdictions for other periods. At this time, the Company does not know what the outcome of these audits
will be. The Company records benefits for uncertain tax positions based on an assessment of whether it is more likely than
not that the tax positions will be sustained based on their technical merits under currently enacted law. If this threshold is not
met, no tax benefit of the uncertain tax position is recognized. If the threshold is met, the Company recognizes the largest
amount of the tax benefit that is more than 50% likely to be realized upon ultimate settlement.
The accounting model related to the valuation of uncertain tax positions requires the Company to presume that the tax
position will be examined by the relevant taxing authority that has full knowledge of all relevant information and that each tax
position will be evaluated without consideration of the possibility of offset or aggregation with other positions. The
recognition requirement for the liability exists even if the Company believes the possibility of examination by a taxing
authority or discovery of the related risk matters is remote or where it has a long history of the taxing authority not
performing an exam or overlooking an issue. The Company will record an adjustment to a previously recorded position if new
information or facts related to the position are identified in a subsequent period. Generally, adjustments to the positions are
recorded through the income statement. Generally, adjustments will be recorded in periods subsequent to the initial
recognition 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 law. Due to the inherent uncertainty in the estimation process and
in consideration of the criteria of the accounting model, amounts recognized in the financial statements in periods
subsequent to the initial recognition may significantly differ from the estimated exposure of the position under the
accounting model.
F-11
Table of Contents
In December 2017, the TCJA was enacted into law and established a new provision designed to tax low-taxed income of
foreign subsidiaries known as global intangible low-taxed income (GILTI). The FASB allows taxpayers to make an accounting
policy election of either (i) treating taxes due on GILTI inclusions as a current-period expense when incurred or (ii) recognizing
deferred taxes for temporary basis differences that are expected to reverse as GILTI in future years. The Company has made a
policy choice to include taxes due on the future GILTI inclusion in taxable income when incurred.
Beginning in fiscal 2023, the TCJA eliminates the option to currently deduct R&D costs in the year incurred for tax
purposes and requires that all U.S. and non-U.S. based R&D expenditures be capitalized and amortized over a five-year and
fifteen-year period, respectively. Although it is possible that the U.S. Congress may defer, modify, or repeal this provision,
potentially with retroactive effect, the Company has no assurance that the U.S. Congress will take any action with respect to
this provision. Absent any changes to the legislation, cash taxes are expected to increase for several years. The increase to
the cash taxes is not expected to have an adverse effect to the Company’s liquidity. The actual impact on cash generated
from operations will depend on the amount of R&D costs incurred by the Company, on whether the U.S. Congress modifies or
repeals this provision, and on whether new guidance and interpretive rules are issued by the U.S. Department of the Treasury,
among other factors.
Cash and Cash Equivalents
All highly liquid investments, including marketable securities with an original maturity to the Company of three months or
less when acquired are considered to be cash equivalents.
Inventories
Inventories are valued at the lower of cost or net realizable value using the first-in, first-out method. Inventory costs
generally consist of material, labor, depreciation and overhead costs. 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 net realizable 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 determining whether there is a risk of
obsolescence, the Company evaluates projected demand over periods that align with demand forecasts used to develop
manufacturing plans and inventory build decisions and writes down inventory on hand that is in excess of estimated demand.
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 30 years
for buildings and building improvements and 5 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.
Leases
The Company determines if an arrangement is a lease at its inception. Operating lease arrangements are comprised
primarily of real estate and equipment agreements for which the ROU assets are included in other assets and the
corresponding lease liabilities, depending on their maturity, are included in accrued liabilities or other long-term liabilities in
the consolidated balance sheets.
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Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease
payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease
incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company
will exercise such options.
As the Company's leases generally do not provide an implicit rate, the Company uses its collateralized incremental
borrowing rate based on the information available at the lease commencement date, including lease term, in determining the
present value of lease payments. Lease expense for these leases is recognized on a straight-line basis over the lease term.
Debt
The Company presents short-term debt obligations, which include debt obligations with a contractual maturity within 12
months of the balance sheet date and Convertible Debt that is convertible as of the balance sheet date, as long-term debt on
the consolidated balance sheets when the Company has the intent and ability to utilize proceeds from its Revolving Credit
Facility to refinance such debt on a long-term basis. Discounts and issuance costs directly related to the issuance of debt are
amortized over the term as interest expense under the effective interest rate method or on a straight-line basis in the case of
the Company's Revolving Credit Facility.
After the adoption of ASU 2020-06-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging - Contracts in Entity's Own Equity, on April 1, 2022, the Company accounts for its Convertible Debt as a single liability
with no separate accounting for embedded conversion features. The Company accounts for privately negotiated settlements
of its Convertible Debt as induced conversions, resulting in an inducement loss measured as the difference between the fair
value of the consideration transferred and the fair value of the original terms of the instrument on the acceptance date. The
remaining consideration transferred, after reducing the carrying amount of the Convertible Debt, is recorded as a reduction to
additional paid-in-capital on the Company’s consolidated balance sheets. Prior to conversion of its Convertible Debt, the
Company includes, 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 if-converted method. The Company's
Convertible Debt has 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 Company is required to settle the principal amount of the Convertible Debt in
cash upon conversion.
Prior to the adoption of ASU 2020-06, the Company separately accounted for the liability and equity components of its
Convertible Debt by estimating the fair values of the i) liability component without a conversion feature and ii) the conversion
feature. This resulted 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 the Company's consolidated
statements of income. Upon settlement of Convertible Debt instruments, the Company allocated the total consideration
between the liability and equity components based on the fair value of the liability component without the conversion
feature. The difference between the consideration allocated to the liability component and the net carrying value of the
liability component was recognized as an extinguishment loss or gain. The remaining settlement consideration was allocated
to the equity component and recognized as a reduction of additional paid-in capital in the Company's consolidated balance
sheets. In addition, if the terms of the settlement were different from the contractual terms of the original instrument, the
Company recognized an inducement loss, which was measured as the difference between the fair value of the original terms
of the instrument and the fair value of the settlement terms. The Company included the dilutive effect of the shares of its
common stock issuable upon conversion of the outstanding Convertible Debt under the treasury stock method as it had the
intent and had adopted an accounting policy to settle the principal amount of its Convertible Debt in cash. This method
resulted in incremental dilutive shares when the average price of the Company's common stock for a reporting period
exceeded the conversion prices per share.
For a discussion of the financial statement impact related to the adoption of ASU 2020-06, refer to "Recently Adopted
Accounting Pronouncements".
Defined Benefit Pension Plans
The Company maintains defined benefit pension plans, covering certain of its foreign employees. For financial reporting
purposes, net periodic pension costs and pension obligations are determined based upon a number of actuarial assumptions,
including discount rates for plan obligations, and assumed rates of compensation increases for employees participating in
plans. These assumptions are based upon management's judgment and consultation with actuaries, considering all known
trends and uncertainties.
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Contingencies
In the ordinary course of business, the Company is exposed to various liabilities as a result of contracts, product liability,
customer claims and other matters. Additionally, 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, or from customers requesting reimbursement for various costs. With respect to pending legal actions to which the
Company is a party and other claims, although the outcomes are generally not determinable, the Company believes that the
ultimate resolution of these matters will not have a material adverse effect on its financial position, cash flows or results of
operations. Litigation and disputes relating to the semiconductor industry are not uncommon, and the Company is, from time
to time, subject to such litigation and disputes. As a result, no assurances can be given with respect to the extent or outcome
of any such litigation or disputes in the future.
The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the
end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has
been or will be incurred, it accrues for all probable and reasonably estimable losses. Where the Company can reasonably
estimate a range of losses it may incur regarding such a matter, it records an accrual for the amount within the range that
constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the range appears to be
a better estimate than any other, it uses the amount that is the low end of such range.
Goodwill and Other Intangible Assets
The Company's intangible assets include 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.
Other intangible assets include existing technologies, core and developed technology, in-process research and development,
trademarks and trade names, distribution rights and customer-related intangibles. In-process research and development 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. Indefinite-lived intangible assets consist of goodwill and in-process research and
development intangible assets that have not yet been placed in service. All other intangible assets are definite-lived
intangible assets, including in-process research and development assets that have been placed in service, and are amortized
over their respective estimated lives, ranging from 1 to 15 years.
The Company is required to perform an impairment review of indefinite-lived intangible assets, including goodwill
annually, and more frequently under certain circumstances. Indefinite-lived intangible assets are 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 products and technology licensing. The Company's impairment evaluation consists of
a qualitative impairment assessment in which management evaluates whether it is more likely than not that the indefinite-
lived intangible assets are impaired. If it is determined that it is more likely than not, the Company performs a quantitative
impairment test, which compares the fair value of the reporting unit or indefinite-lived intangible asset to its carrying value. If
the Company determines through the impairment process that the indefinite-lived intangible asset has been impaired, the
Company will record the impairment charge in its results of operation. Through March 31, 2023, the Company has never
recorded a goodwill impairment charge. In the event that facts and circumstances indicate definite-lived intangible assets
may be impaired, the Company evaluates the recoverability and estimated useful lives of such assets. If such indicators are
present, recoverability is evaluated based on whether the sum of the estimated undiscounted cash flows attributable to the
asset (group) in question is less than their carrying value. If less, the Company measures the fair value of the asset (group)
and recognizes an impairment loss if the carrying amount of the assets exceeds their respective fair values.
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.
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Government Incentives
The Company receives government incentives for qualifying capital investments, research and development, and other
activities as defined by the relevant government entities awarding the grants. Government grants, including non-income tax
incentives, are recognized when there is reasonable assurance that the grant will be received and the Company will comply
with the conditions specified in the grant agreement. The Company records capital-related grants as a reduction to property,
plant and equipment within the consolidated balance sheets and recognizes a reduction to depreciation expense over the
useful life of the corresponding asset. The Company records operating grants as a reduction to expense in the same line item
on the consolidated statements of income as the expenditure for which the grant is intended to compensate. As of March 31,
2023, the Company recorded $81.0 million of capital-related grants as a reduction to property, plant and equipment with a
corresponding offset of $75.0 million within other assets and $6.0 million as a reduction to income taxes payable within
accrued liabilities on the consolidated balance sheets. The Company recognized an immaterial benefit for operating grants in
fiscal 2023.
Share-Based Compensation
The Company has equity incentive plans under which non-qualified stock options and RSUs have been granted to
employees and non-employee members of the Board of Directors. The Company uses RSUs with a service condition as its
primary equity incentive compensation instrument for employees and also grants market-based and performance-based
awards to executive officers and employees. The Company also has employee stock purchase plans for eligible employees.
The Company estimates the fair value of PSUs with a market condition using a Monte Carlo simulation model as of the date of
grant using historical volatility. Share-based compensation cost for RSUs with a service condition or performance-based
awards is measured on the grant date based on the fair market value of the Company’s common stock discounted for
expected future dividends and is recognized as expense on a straight-line attribution method over the requisite service
periods, with forfeitures recognized as they occur. Share-based compensation cost for performance-based awards is
recognized if and when the Company concludes that it is probable that the performance condition will be achieved. The
Company reassess the probability of the performance condition at each reporting period and a cumulative catch-up
adjustment is recorded to share-based compensation cost for any change in the probability assessment. If there are any
modifications of the underlying unvested securities, the Company may be required to accelerate or increase any remaining
unearned share-based compensation expense.
Treasury Shares
From time to time, the Company repurchases shares of its common stock in the open market or in privately negotiated
transactions. Shares repurchased are recorded at cost, inclusive of fees, commissions, taxes and other expenses. Treasury
shares are re-issued on a first-in, first-out basis to fund share issuance requirements under the Company's equity incentive
plans.
Concentrations of Credit Risk
The Company is subject to counterparty risks from financial institutions and customers. Financial instruments that
potentially subject the Company to concentrations of credit risk consist primarily of cash deposits in excess of federally
insured limits and accounts receivables. The Company manages credit risk exposure for cash deposits by limiting
counterparties to high-grade financial institutions. 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 in the consolidated balance sheets, totaled $293.6 million and $170.0 million at March 31, 2023 and
March 31, 2022, respectively. 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 products 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 distributors' working capital requirements. The
Company estimates these advances based on a negotiated percentage of the amount of inventory held by the
distributor. Such advances have no impact on revenue recognition or the Company's consolidated statements of income. The
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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. GAAP. 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 (CODM) to assess the performance of the component and make decisions about the
resources to be allocated to the component. The Company's President and Chief Executive Officer has been identified as the
CODM. 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 mixed-signal
microcontrollers, development tools and analog, interface, mixed-signal, timing, wired and wireless connectivity devices, and
memory products. Under the leadership of the CODM, 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 CODM, 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 fulfillment of customer requirements. This centralized structure supports a global operating strategy in which
the CODM assesses performance and allocates resources based on the Company's consolidated results.
Subsequent Events
The Company evaluated events after March 31, 2023, and through the date the financial statements were issued, and
determined any events or transactions occurring during this period that would require recognition or disclosure are
appropriately addressed in these financial statements.
Recently Adopted Accounting Pronouncements
On April 1, 2022, the Company adopted ASU 2020-06, which simplifies the guidance for certain convertible debt
instruments by removing the separation models for convertible debt with a cash conversion feature or convertible
instruments with a beneficial conversion feature. As a result, convertible debt instruments are reported as a single liability
instrument with no separate accounting for embedded conversion features. Additionally, ASU 2020-06 requires the
application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no
longer available. The Company adopted the standard under the modified retrospective transition method for fiscal 2023. The
adoption of this standard resulted in an increase of $105.8 million to the Company's Convertible Debt, to reflect the full
principal amount of the Convertible Debt outstanding net of issuance costs, a reduction to additional paid-in capital of
$128.3 million, net of estimated income tax effects, to remove the equity component separately recorded for the conversion
features associated with the Convertible Debt, a decrease to deferred tax liabilities, and a cumulative-effect adjustment of
$46.5 million, net of estimated income tax effects, to increase the opening balance of retained earnings as of April 1, 2022.
The required use of the if-converted method in calculating diluted earnings per share did not increase the number of
potentially dilutive shares in fiscal 2023 as the Company irrevocably elected cash settlement for the principal amount of its
Convertible Debt on April 1, 2022.
In November 2021, the FASB issued ASU 2021-10-Government Assistance (Topic 832): Disclosure by Business Entities
about Government Assistance which aims at increasing the transparency of government assistance received by most business
entities. The standard requires business entities to make annual disclosures about the nature of the transactions and the
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related accounting policy used to account for the transactions, the line items and applicable amounts on the balance sheet
and income statement that are affected by the transactions, and significant terms and conditions of the transactions,
including commitments and contingencies. If an entity omits any required disclosures because it is legally prohibited, it must
disclose that fact. The Company adopted this standard in fiscal 2023 (see "Government Incentives" for further information).
Note 2. Net Sales
The following table represents the Company's net sales by product line (in millions):
Mixed-signal microcontrollers
Analog
Other
Total net sales
Fiscal Year Ended March 31,
2022
2021
2023
$
$
4,755.7 $
2,376.9
1,306.1
8,438.7 $
3,814.8 $
1,939.1
1,067.0
6,820.9 $
2,961.0
1,519.8
957.6
5,438.4
The product lines listed above are included entirely in the Company's semiconductor product segment with the exception
of the other product line, which includes products from both the semiconductor product and technology licensing segments.
The following table represents the Company's net sales by customer type (in millions):
Distributors
Direct customers
Licensees
Total net sales
Fiscal Year Ended March 31,
2022
2021
2023
$
$
3,993.6 $
4,284.1
161.0
8,438.7 $
3,248.7 $
3,450.2
122.0
6,820.9 $
2,737.4
2,598.1
102.9
5,438.4
Distributors are customers that buy products with the intention of reselling them. Distributors generally have a
distributor agreement with the Company to govern the terms of the relationship. Direct customers are non-distributor
customers, which generally do not have a master sales agreement with the Company. The Company's direct customers
primarily consist of OEMs and, to a lesser extent, contract manufacturers. Licensees are customers of the Company's
technology licensing segment, which include purchasers of intellectual property and customers that have licensing
agreements to use the Company's SuperFlash® embedded flash technology. All of the customer types listed in the table
above are included in the Company's semiconductor product segment with the exception of licensees, which is included in the
technology licensing segment.
Substantially all of the Company's net sales are recognized from contracts with customers.
Semiconductor Product Segment
For contracts related to the purchase of semiconductor products, the Company satisfies its performance obligation when
control of the ordered product transfers to the customer. The timing of the transfer of control depends on the agreed upon
shipping terms with the customer, but generally occurs upon shipment, which is when physical possession of the product has
been transferred and legal title of the product transfers to the customer. Payment is generally due within 30 days of the ship
date. Payment is generally collected after the Company satisfies its performance obligation. Also, the Company usually does
not record contract assets because the Company has an unconditional right to payment upon satisfaction of the performance
obligation, and therefore, a receivable is more commonly recorded than a contract asset. Refer to Note 8 for the opening and
closing balances of the Company's receivables.
The consideration received from customers is fixed, with the exception of consideration from certain distributors and
customers under LTSAs. Certain of the Company's distributors are granted price concessions and return rights, which result in
variable consideration. The amount of revenue recognized for sales to these certain distributors is adjusted for estimates of
the price concessions and return rights that are expected to be claimed. These estimates are based on the recent history of
price concessions and stock rotations which are recorded as refund liabilities within accrued liabilities on the Company's
consolidated balance sheets.
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The Company collects amounts in advance for certain of its contracts with customers. These amounts are deferred until
control of the product or service is transferred to the customer at which time it is recognized as revenue. As of March 31,
2023, the Company had approximately $757.7 million of deferred revenue in the semiconductor product segment, of which
$121.4 million is included within accrued liabilities and the remaining $636.3 million is included within other long-term
liabilities on the Company's consolidated balance sheet. As of March 31, 2022, the Company had approximately
$117.6 million of deferred revenue in the semiconductor product segment, of which $73.2 million is included within accrued
liabilities and the remaining $44.4 million is included within other long-term liabilities on the Company's consolidated balance
sheets. Deferred revenue represents amounts that have been invoiced in advance which are expected to be recognized as
revenue in future periods. Approximately $73.2 million of deferred revenue recorded on the Company's consolidated balance
sheets as of March 31, 2022, was recognized as revenue during fiscal 2023. This amount was immaterial for each of fiscal
2022 and fiscal 2021.
Of the $757.7 million of deferred revenue as of March 31, 2023, $674.7 million is cash collected from customers under
the LTSAs of which $57.5 million is included within accrued liabilities and $617.2 million is included within other long-term
liabilities. Under these LTSAs, the Company receives an upfront deposit from the customer in exchange for assured supply
over the contract period, which typically ranges from three to five years. If the customer does not meet the minimum
purchase commitments defined in the contract, the Company may retain all, or portions of, the deposit as revenue. If the
Company fails to assure supply as defined in the contract, the deposit, or portions of it, will be returned to the customer. The
remaining performance obligations for the LTSAs were approximately $4.18 billion as of March 31, 2023, of which
approximately 15% is expected to be recognized as net sales during the next 12 months. The amount and timing of such net
sales is uncertain because it depends on the satisfaction of commitments made in the LTSAs, which may be affected by the
timing and amount of orders placed by customers, contract modifications, variable consideration, sales channels, and
manufacturing and supply chain challenges. The remaining $83.0 million of deferred revenue as of March 31, 2023 is related
to other cash payments received from customers in advance of the Company’s performance obligations being satisfied. Most
of the $83.0 million will be recognized as net sales within the next 12 months.
In addition to the LTSAs, a portion of the Company's non-LTSA customer contracts contain firmly committed orders
beyond 12 months at the time of order. The transaction price for these orders with remaining performance obligations as of
March 31, 2023 for orders with initial durations in excess of 12 months approximates 55% of fiscal 2023 net sales, of which
approximately 85% is expected to be recognized over the next 12 months. The amount and timing of such net sales is
inherently uncertain because the ultimate transaction prices will be affected by variable consideration which is subject to
change based upon market conditions at the time of the sale, contract modifications, and manufacturing and supply chain
challenges. Accordingly, the amount may not be indicative of net sales in future periods.
Technology Licensing Segment
The technology licensing segment includes sales and licensing of the Company's intellectual property. For contracts
related to the sale of the Company's intellectual property, the Company satisfies its performance obligation and recognizes
revenue when control of the intellectual property transfers to the customer. For contracts related to the licensing of the
Company's technology, the Company satisfies its performance obligation and recognizes revenue as usage of the license
occurs. The transaction price is fixed by the license agreement. Payment is collected after the Company satisfies its
performance obligation, and therefore no contract liabilities are recorded. The Company generally does not record contract
assets due to the fact that the Company has an unconditional right to payment upon satisfaction of the performance
obligation, and therefore, the Company recognizes a receivable instead of a contract asset. Refer to Note 8 for the opening
and closing balances of the Company's receivables.
Note 3. Geographic and Segment Information
The Company's reportable segments are 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.
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The following table represents net sales and gross profit for each segment (in millions):
2023
Fiscal Year Ended March 31,
2022
2021
Net Sales
Gross Profit
Net Sales
Gross Profit
Net Sales
Semiconductor products
Technology licensing
Total
$
$
8,277.7 $
161.0
8,438.7 $
5,536.9 $
161.0
5,697.9 $
6,698.9 $
122.0
6,820.9 $
4,327.6 $
122.0
4,449.6 $
5,335.5 $
102.9
5,438.4 $
Gross Profit
3,275.9
102.9
3,378.8
The Company sells its products to distributors and 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 depreciation and ROU assets) by geographic area are as follows (in millions):
United States
Thailand
Various other countries
Total long-lived assets
March 31,
2023
2022
$
$
793.4 $
179.4
359.1
1,331.9 $
595.5
207.9
317.8
1,121.2
Sales to unaffiliated customers located outside the U.S., primarily in Asia and Europe, aggregated approximately 78% of
consolidated net sales for each of fiscal 2023 and fiscal 2022 and approximately 77% of consolidated net sales for fiscal 2021.
Sales to customers in Europe represented approximately 21%, 20% and 19% of consolidated net sales for fiscal 2023, fiscal
2022 and fiscal 2021, respectively. Sales to customers in Asia represented approximately 53% of consolidated net sales for
fiscal 2023 and approximately 55% of consolidated net sales for each of fiscal 2022 and fiscal 2021. Within Asia, sales into
China represented approximately 21% of consolidated net sales for fiscal 2023 and approximately 22% of consolidated net
sales for each of fiscal 2022 and fiscal 2021. Sales into Taiwan represented approximately 14%, 15% and 16% of consolidated
net sales for fiscal 2023, 2022 and 2021, 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.
With the exception of Arrow Electronics, the Company's largest distributor, which accounted for 11% of net sales in fiscal
2023, no other distributor or direct customer accounted for more than 10% of net sales in each of fiscal 2023, fiscal 2022 and
fiscal 2021.
Note 4. Net Income Per Common Share
The following table sets forth the computation of basic and diluted net income per common share (in millions, except per
share amounts):
Net income
Basic weighted average common shares outstanding
Dilutive effect of stock options and RSUs
Dilutive effect of 2015 Senior Convertible Debt
Dilutive effect of 2017 Senior Convertible Debt
Dilutive effect of 2017 Junior Convertible Debt
Diluted weighted average common shares outstanding
Basic net income per common share
Diluted net income per common share
$
$
$
F-19
Fiscal Year Ended March 31,
2022
2021
2023
2,237.7 $
550.4
5.2
0.6
1.0
0.1
557.3
4.07 $
4.02 $
1,285.5 $
552.3
7.1
2.6
3.1
0.8
565.9
2.33 $
2.27 $
349.4
519.2
7.0
9.4
3.4
2.2
541.2
0.67
0.65
Table of Contents
The Company computed basic net income per common share based on the weighted average number of common shares
outstanding during the period. The Company computed diluted net income per common share based on 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. Prior to
conversion of its Convertible Debt, 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 if-converted method beginning April 1, 2022 due to the adoption of ASU 2020-06 (see Note 1 for details on adoption
of ASU 2020-06). The Company's Convertible Debt has 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 Company is required to settle the
principal amount of the Convertible Debt in cash upon conversion.
The following is the weighted average conversion price per share used in calculating the dilutive effect (see Note 5 for
details on the Convertible Debt):
2015 Senior Convertible Debt
2017 Senior Convertible Debt
2020 Senior Convertible Debt
2017 Junior Convertible Debt
Note 5. Debt
Fiscal Year Ended March 31,
2022
2021
2023
$
$
$
$
29.58 $
46.14 $
92.82 $
45.32 $
30.10 $
46.93 $
93.34 $
46.10 $
30.45
47.48
93.43
46.65
Debt obligations included in the consolidated balance sheets consisted of the following (in millions):
Coupon
Interest
Rate
Effective
Interest
Rate
March 31,
2023
2022
Revolving Credit Facility
4.333% 2023 Notes(1)
2.670% 2023 Notes(1)
0.972% 2024 Notes(1)
0.983% 2024 Notes(1)
4.250% 2025 Notes(1)
Total Senior Indebtedness(2)
Senior Subordinated Convertible Debt - Principal Outstanding
2015 Senior Convertible Debt
2017 Senior Convertible Debt
2020 Senior Convertible Debt
Junior Subordinated Convertible Debt - Principal Outstanding
2017 Junior Convertible Debt
Total Convertible Debt
4.333%
2.670%
0.972%
0.983%
4.250%
1.625%
1.625%
0.125%
2.250%
4.7%
2.8%
1.1%
1.1%
4.6%
1.8%
1.8%
0.5%
2.3%
$
100.0 $
1,000.0
1,000.0
1,400.0
1,000.0
1,200.0
5,700.0
12.4
82.2
665.5
6.5
766.6
Gross long-term debt including current maturities
Less: Debt discount(3)
Less: Debt issuance costs(4)
Net long-term debt including current maturities
Less: Current maturities(5)
Net long-term debt
6,466.6
(10.4)
(16.3)
6,439.9
(1,398.2)
5,041.7 $
$
1,399.1
1,000.0
1,000.0
1,400.0
1,000.0
1,200.0
6,999.1
34.4
128.1
665.5
10.1
838.1
7,837.2
(124.6)
(25.2)
7,687.4
—
7,687.4
(1) The 4.333% 2023 Notes mature on June 1, 2023 and interest accrues at a rate of 4.333% per annum, payable semi-
annually in arrears on June 1 and December 1 of each year. The 2.670% 2023 Notes mature on September 1, 2023 and
interest accrues at a rate of 2.670% per annum, payable semi-annually in arrears on March 1 and September 1 of each
year. The 0.972% 2024 Notes mature on February 15, 2024 and interest accrues at a rate of 0.972% per annum, payable
semi-annually in arrears on February 15 and August 15 of each year. The 0.983% 2024 Notes mature on September 1,
F-20
Table of Contents
2024, and interest is payable semi-annually in arrears on March 1 and September 1 of each year. The 4.250% 2025 Notes
mature on September 1, 2025 and interest accrues at a rate of 4.250% per annum, payable semi-annually in arrears on
March 1 and September 1 of each year.
(2) All outstanding Senior Notes and the Revolving Credit Facility are senior unsecured debt. Prior to the December 2021
amendment, these debt obligations, with the exception of the 4.250% 2025 Notes, were senior secured debt.
(3) The unamortized discount consists of the following (in millions):
4.333% 2023 Notes
2.670% 2023 Notes
0.972% 2024 Notes
0.983% 2024 Notes
4.250% 2025 Notes
2015 Senior Convertible Debt
2017 Senior Convertible Debt
2020 Senior Convertible Debt
2017 Junior Convertible Debt
Total unamortized discount
March 31,
2023
2022
(0.2)
(0.4)
(1.2)
(1.3)
(7.3)
—
—
—
—
(10.4) $
(1.3)
(1.3)
(2.5)
(2.2)
(10.2)
(3.7)
(23.4)
(75.3)
(4.7)
(124.6)
$
As of April 1, 2022, the unamortized debt discount of the Convertible Debt was eliminated upon the Company's adoption
of ASU 2020-06 (see Note 1 for further information).
(4) Debt issuance costs consist of the following (in millions):
Revolving Credit Facility
4.333% 2023 Notes
2.670% 2023 Notes
0.972% 2024 Notes
0.983% 2024 Notes
4.250% 2025 Notes
2015 Senior Convertible Debt
2017 Senior Convertible Debt
2020 Senior Convertible Debt
Total debt issuance costs
March 31,
2023
2022
$
$
(8.6) $
(0.4)
(0.2)
(0.6)
(0.8)
(0.9)
—
(0.4)
(4.4)
(16.3) $
(10.6)
(2.9)
(0.8)
(1.3)
(1.4)
(1.3)
(0.1)
(0.6)
(6.2)
(25.2)
(5) As of March 31, 2023, current maturities consisted of the 0.972% 2024 Notes which mature on February 15, 2024. As
of March 31, 2023, the 2.670% 2023 Notes, which mature on September 1, 2023, and the 4.333% 2023 Notes, which
mature on June 1, 2023, were excluded from current maturities as the Company has the intent and ability to utilize
proceeds from its Revolving Credit Facility to refinance such notes on a long-term basis. As of March 31, 2023, and March
31, 2022, the 2015 Senior Convertible Debt, the 2017 Senior Convertible Debt and the 2017 Junior Convertible Debt were
convertible and were excluded from current maturities as the Company has the intent and ability to utilize proceeds from
its Revolving Credit Facility to settle the principal portion of its Convertible Debt upon conversion.
Expected maturities relating to the Company’s debt obligations as of March 31, 2023, are as follows (in millions):
Fiscal year ending March 31,
Amount
2024
2025
2026
2027
2028
Thereafter
Total
$
$
3,400.0
1,677.9
1,200.0
182.2
—
6.5
6,466.6
F-21
Table of Contents
Ranking of Convertible Debt - Each series of Convertible Debt is an unsecured obligation which is subordinated in right of
payment to the amounts outstanding under the Company's Senior Indebtedness. The 2017 Junior Convertible Debt is
expressly subordinated in right of payment to any existing and future senior debt of the Company (including the Senior
Indebtedness and the Senior Subordinated Convertible Debt) and is structurally subordinated in right of payment to the
liabilities of the Company's subsidiaries. The Senior Subordinated Convertible Debt is subordinated to the Senior
Indebtedness; ranks senior to the Company's indebtedness that is expressly subordinated in right of payment to it, including
the 2017 Junior Convertible Debt; ranks equal in right of payment to any of the Company's unsubordinated indebtedness that
does not provide that it is senior to the Senior Subordinated Convertible Debt; ranks junior in right of payment to any of the
Company's secured and unsecured unsubordinated indebtedness to the extent of the value of the assets securing such
indebtedness; and is structurally subordinated to all indebtedness and other liabilities of the Company's subsidiaries.
Summary of Conversion Features - Each series of Convertible Debt is convertible, subject to certain conditions, into cash,
shares of the Company's common stock or a combination thereof, at the Company's election, at specified conversion rates
(see table below), adjusted for certain events including the declaration of cash dividends. Except during the three-month
period immediately preceding the maturity date of the applicable series of Convertible Debt, each series of Convertible Debt
is convertible only upon the occurrence of (i) such time as the closing price of the Company's common stock exceeds the
applicable conversion price (see table below) by 130% for 20 trading days (whether or not consecutive) during a period of 30
consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter, (ii) during the 5 business
day period after any 10 consecutive trading day period, or the measurement period, in which the trading price per $1,000
principal amount of notes of a given series for each trading day of the measurement period was less than 98% of the product
of the last reported sale price of the Company's common stock and the applicable conversion rate on each such trading day or
(iii) upon the occurrence of certain corporate events specified in the indenture of such series of Convertible Debt. In addition,
for each series, with the exception of the 2020 Senior Convertible Debt, if at the time of conversion the applicable price of the
Company's common stock exceeds the applicable conversion price at such time, the applicable conversion rate will be
increased by up to an additional maximum incremental shares rate, as determined pursuant to a formula specified in the
indenture for the applicable series of Convertible Debt, and as adjusted for cash dividends paid since the issuance of such
series of Convertible Debt. However, in no event will the applicable conversion rate exceed the applicable maximum
conversion rate specified in the indenture for the applicable series of Convertible Debt (see table below). On April 1, 2022,
the Company irrevocably elected cash settlement for the principal amount of its Convertible Debt. See Note 1 for further
information.
The following table sets forth the applicable conversion rates adjusted for dividends declared since issuance of such series
of Convertible Debt and the applicable incremental share factors and maximum conversion rates as adjusted for dividends
paid since the applicable issuance date:
Dividend adjusted rates as of March 31, 2023
2015 Senior Convertible Debt(1)
2017 Senior Convertible Debt(1)
2020 Senior Convertible Debt(1)
2017 Junior Convertible Debt(1)
Conversion Rate
Approximate
Conversion Price
29.39
45.84
92.55
45.03
Incremental Share
Factor
Maximum
Conversion Rate
17.0128
10.9089
—
11.1042
47.6300
31.0884
15.1267
31.0884
34.0221 $
21.8163 $
10.8048 $
22.2061 $
(1) As of March 31, 2023, the 2020 Senior Convertible Debt was not convertible. As of March 31, 2023, the holders of
each of the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt have the right
to convert their notes between April 1, 2023 and June 30, 2023 because the Company's common stock price has
exceeded the applicable conversion price for such series by 130% for the specified period of time during the quarter
ended March 31, 2023. As of March 31, 2023, the adjusted conversion rate for the 2015 Senior Convertible Debt, 2017
Senior Convertible Debt, and 2017 Junior Convertible Debt would be increased to 45.0663 shares of common stock,
26.7568 shares of common stock, and 27.3417 shares of common stock, respectively, per $1,000 principal amount of
notes based on the closing price of $83.78 per share of common stock to include an additional maximum incremental
share rate per the terms of the applicable indenture. As of March 31, 2023, each of the 2015 Senior Convertible Debt,
2017 Senior Convertible Debt, and 2017 Junior Convertible Debt had a conversion value in excess of par of $34.5 million,
$102.1 million, and $8.4 million, respectively.
With the exception of the 2020 Senior Convertible Debt, which became redeemable by the Company after November 20,
2022, the Company may not redeem any series of Convertible Debt prior to the relevant maturity date and no sinking fund is
provided for any series of Convertible Debt. Under the terms of the applicable indenture, the Company may repurchase any
F-22
Table of Contents
series of Convertible Debt in the open market or through privately negotiated exchange offers. Upon the occurrence of a
fundamental change, as defined in the applicable indenture of such series of Convertible Debt, holders of such series may
require the Company to purchase all or a portion of their Convertible Debt for cash at a price equal to 100% of the principal
amount plus any accrued and unpaid interest.
Interest expense consists of the following (in millions):
Debt issuance cost amortization
Debt discount amortization
Interest expense
Total interest expense on Senior Indebtedness
Debt issuance cost amortization
Debt discount amortization
Coupon interest expense
Total interest expense on Convertible Debt
Other interest expense
Total interest expense
Fiscal Year Ended March 31,
2022
2021
2023
$
$
6.8 $
7.2
179.3
193.3
2.7
—
2.9
5.6
5.0
203.9 $
9.1 $
7.0
187.1
203.2
2.4
37.9
8.1
48.4
5.4
257.0 $
14.7
6.6
227.4
248.7
2.4
64.5
37.6
104.5
3.7
356.9
The Company's debt settlement transactions consists of the following (in millions)(1):
Principal
Amount
Settled
Cash Paid
Consideration
Value of
Shares
Issued
Debt
Issued
Fair
Value
Settled(2)
Equity
Component(2)
Total
Net Loss on
Inducements
and
Settlements
$
$
$
$
$
$
$
$
$
$
$
22.0 $
67.7
—
— $
67.7
14.9 $
29.2
—
— $
29.2
31.0 $
65.3
—
— $
65.3
3.6 $
8.2
—
— $
8.2
—
—
—
—
— $
— $
— $
— $
1.3
0.8
5.9
0.3
64.9 $
64.9 $
74.6
— $
139.5 $
60.0 $
75.5 $
11.8
36.6 $
36.6 $
103.9
— $
140.5 $
36.2 $
104.2 $
39.7 $
39.7 $
61.4
— $
101.1 $
37.4 $
63.0 $
19.9 $
19.9 $
31.6
— $
51.5 $
15.7 $
35.9 $
—
—
—
—
—
—
— $
70.4 $
70.4 $
159.9
— $
230.3 $
71.0 $
158.9 $
100.7 $
100.7 $
123.5
— $
224.2 $ 100.0 $
113.0 $
92.5 $
92.5 $
115.8
— $
208.3 $
87.7 $
116.6 $
4.1
6.3
5.1
0.6
10.6
31.5
43.1
$ 1,000.0 $ 1,000.0
—
— $ 1,000.0
—
— $
0.3
$
$
81.0 $
81.0 $
206.5
— $
287.5 $
79.2 $
208.1 $
122.2 $
122.2 $
166.4
— $
288.6 $ 115.9 $
168.2 $
10.7
25.5
August 2022(3)
2015 Senior
Convertible Debt
2017 Senior
Convertible Debt
May 2022(3)
2017 Senior
Convertible Debt
2017 Junior
Convertible Debt
February 2022(3)
2017 Senior
Convertible Debt
December 2021
2015 Senior
Convertible Debt(3)
2017 Senior
Convertible Debt(3)
2017 Junior
Convertible Debt(3)
Revolving Credit
Facility(4)
August 2021(5)
2015 Senior
Convertible Debt
2017 Senior
Convertible Debt
2017 Junior
Convertible Debt
June 2021(6)
3.922% 2021 Notes
February 2021(5)
2015 Senior
Convertible Debt
2017 Senior
Convertible Debt
F-23
Table of Contents
2017 Junior
Convertible Debt
December 2020(7)
2015 Senior
Convertible Debt
2017 Senior
Convertible Debt
2017 Junior
Convertible Debt
Term Loan Facility
August 2020(5)
2015 Senior
Convertible Debt
2017 Senior
Convertible Debt
June 2020(8)
2015 Senior
Convertible Debt
2017 Senior
Convertible Debt
Term Loan Facility
Bridge Loan Facility
Principal
Amount
Settled
Cash Paid
Consideration
Value of
Shares
Issued
Debt
Issued
Fair
Value
Settled(2)
Equity
Component(2)
Total
Net Loss on
Inducements
and
Settlements
$
156.0 $
156.0 $
217.9
— $
373.9 $ 129.8 $
243.9 $
49.4
$
$
$
90.0 $
48.5 $
221.0
— $
269.5 $
79.4 $
184.5 $
588.8 $
155.4 $
408.7 $ 601.5 $ 1,165.6 $ 486.7 $
655.3 $
407.7 $
225.0 $
530.4 $ 64.0 $
819.4 $ 246.3 $
547.1 $
$ 1,705.7 $ 1,705.7
—
— $ 1,705.7
—
— $
$
$
$
$
$
$
414.3 $
414.3 $
547.6
— $
961.9 $ 351.7 $
592.3 $
381.8 $
381.8 $
221.1
— $
602.9 $ 299.0 $
292.2 $
383.3 $
383.3 $
405.1
— $
788.4 $ 314.4 $
464.4 $
643.9 $
643.9 $
246.4
— $
890.3 $ 481.0 $
390.9 $
17.8 $
615.0 $
17.8 $
615.0 $
—
—
— $
— $
17.8
615.0
—
—
—
— $
9.4
57.0
62.8
12.9
25.0
20.1
7.8
13.7
—
5.3
(1) The Company settled portions of its convertible debt in privately negotiated transactions that are accounted for as
induced conversions.
(2) Prior to adoption of ASU 2020-06, the total consideration for the convertible debt settlements was allocated to the
liability and equity components using the equivalent rate that reflected the borrowing rate for a similar non-convertible
debt instrument prior to the settlement.
(3) The Company used cash generated from operations to finance a portion of such settlement.
(4) In connection with the amendment and restatement of its Credit Agreement, the Company recognized a loss on
settlement of debt of $0.6 million.
(5) The Company used borrowings under its Revolving Credit Facility to finance a portion of such settlement.
(6) The Company used proceeds from the issuance of the 0.983% 2024 Notes to finance a portion of such settlement.
(7) The Company used proceeds from the issuance of $665.5 million principal amount of 2020 Senior Convertible Debt and
used borrowings under its Revolving Credit Facility to finance a portion of such settlement. The Company also issued
$1.40 billion aggregate principal amount of 0.972% 2024 Notes and used the proceeds in addition to $213.0 million in
borrowings under its Revolving Credit Facility, and cash on hand to repay all amounts outstanding under its Term Loan
Facility.
(8) The Company used a portion of the proceeds from the issuance of the 2.670% 2023 Notes and the 4.250% 2025 Notes
to (i) finance a portion of such settlement, and (ii) repay a portion of the amount outstanding under the Company's
existing Revolving Credit Facility as well as for general corporate purposes.
In December 2020, in connection with the issuance of the 2020 Senior Convertible Debt, the Company incurred issuance
costs of $10.8 million. Interest on the 2020 Senior Convertible Debt is payable semi-annually in arrears on May 15 and
November 15 of each year. In connection with the issuance of the 2020 Senior Convertible Debt, the Company entered into
capped call option transactions with several financial institutions at a cost of $35.8 million. The capped call options cover,
subject to anti-dilution adjustments, the number of shares of the Company’s common stock initially underlying the 2020
Senior Convertible Debt. Upon conversion of the 2020 Senior Convertible Debt, the Company may exercise the capped call
options subject to a cap strike price of $116.79 per share which would reduce the potential dilution to the Company’s
common stock or offset any cash payments the Company is required to make in excess of the principal amount of converted
notes. Upon conversion of the 2020 Senior Convertible Debt, there will be no economic dilution from the notes until the
average market price of the Company’s common stock exceeds the cap price of $116.79 per share, as the exercise of the
capped call options will offset any dilution from the 2020 Senior Convertible Debt from the conversion price up to the cap
price. As these transactions meet certain accounting criteria, the capped call options are recorded as a reduction of
stockholders' equity and are not accounted for as derivatives.
F-24
Table of Contents
Senior Notes
The Company may, at its option, redeem some or all of the applicable series of Senior Notes in the manner set forth in
the indenture governing the applicable series of Senior Notes. If the Company experiences a specified change of control
triggering event set forth in the indenture governing the applicable series of Senior Notes, the Company must offer to
repurchase each of the notes of such series at a price equal to 101% of the principal amount of each note of such series
repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
Each indenture governing the applicable series of Senior Notes contains certain customary affirmative and negative
covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, create or
incur certain liens, and enter into sale and leaseback transactions, and consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of its assets, to another person. These covenants are subject to a number of limitations
and exceptions set forth in the indenture governing the applicable series of Senior Notes.
Each series of Senior Notes is guaranteed by certain of the Company's subsidiaries that have also guaranteed the
obligations under the Credit Agreement and under the Company’s existing Senior Indebtedness. In the future, each subsidiary
of the Company that is a guarantor or other obligor of the Credit Agreement is required to guarantee each series of Senior
Notes.
Senior Credit Facilities
In December 2021, the Company amended and restated the Credit Agreement in its entirety. In connection therewith,
the collateral securing the Credit Agreement prior to such amendment and restatement was released. The amended and
restated Credit Agreement provides for an unsecured revolving loan facility up to $2.75 billion that terminates on December
16, 2026. The Credit Agreement also permits the Company, subject to certain conditions, to add one or more incremental
term loan facilities or increase the revolving loan commitments up to $750.0 million.
The revolving loans bear interest, at the Company’s option, at the base rate plus a spread of 0.125% to 0.50%, an
adjusted daily simple SOFR rate (or SONIA rate in the case of loans denominated in pounds sterling) plus a spread of 1.125%
to 1.50%, or an adjusted term SOFR or adjusted EURIBOR rate (based on one, three or six-month interest periods) plus a
spread of 1.125% to 1.50%, in each case, with such spread being determined based on the credit ratings for certain of the
Company’s senior, unsecured debt. The base rate means the highest of the prime rate, the federal funds rate plus a margin
equal to 0.50% and the adjusted term SOFR rate for a one-month interest period plus a margin equal to 1.00%. 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 term SOFR or adjusted EURIBOR rates.
The Company's obligations under the Credit Agreement are guaranteed by certain of its subsidiaries meeting materiality
thresholds. 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 substantially all assets, make investments, make acquisitions, enter into certain transactions with
affiliates, pay dividends or make distributions, repurchase stock, enter into restrictive agreements, 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 a
total leverage ratio and an interest coverage ratio, all measured quarterly and calculated on a consolidated basis. As of
March 31, 2023, the Company was in compliance with these financial covenants.
Note 6. Fair Value of Financial Instruments
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.
F-25
Table of Contents
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 investments materially approximated fair value at March 31, 2023
based upon unobservable inputs. The fair values of these investments have been determined as Level 3 fair value
measurements. 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.
The fair value of the Company's Revolving Credit Facility is estimated using discounted cash flow analysis, based on the
Company's current incremental borrowing rates for similar types of borrowing arrangements. 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
Revolving Credit Facility at March 31, 2023 approximated the carrying value excluding debt discounts and debt issuance costs
and are considered Level 2 in the fair value hierarchy. The Company measures the fair value of its Convertible Debt and
Senior Notes for disclosure purposes. These fair values are based on observable market prices for this debt, which is traded in
less active markets and are therefore classified as a Level 2 fair value measurement.
The following table shows the carrying amounts and fair values of the Company's debt obligations (in millions):
Revolving Credit Facility
4.333% 2023 Notes
2.670% 2023 Notes
0.972% 2024 Notes
0.983% 2024 Notes
4.250% 2025 Notes
2015 Senior Convertible Debt
2017 Senior Convertible Debt
2020 Senior Convertible Debt
2017 Junior Convertible Debt
Total
March 31,
2023
2022
Carrying
Amount(1)
Fair Value
Carrying
Amount(1)
Fair Value
$
$
91.4 $
999.4
999.4
1,398.2
997.9
1,191.8
12.4
81.8
661.1
6.5
6,439.9 $
100.0 $
997.1
985.4
1,337.6
941.9
1,176.0
41.8
189.6
732.1
14.5
6,516.0 $
1,388.5 $
995.8
997.9
1,396.2
996.4
1,188.5
30.6
104.1
584.0
5.4
7,687.4 $
1,399.1
1,017.1
997.7
1,343.9
946.3
1,213.6
115.4
285.6
765.5
21.7
8,105.9
(1) The carrying amounts presented are net of debt discounts and debt issuance costs (see Note 5 for further information).
Note 7. Intangible Assets and Goodwill
Net amounts excluding fully amortized intangible assets, consist of the following (in millions):
Core and developed technology
Customer-related
In-process research and development
Software licenses
Distribution rights and other
Total
Gross Amount
March 31, 2023
Accumulated
Amortization
Net Amount
$
$
7,296.2 $
199.8
5.7
211.7
0.3
7,713.7 $
(4,103.4) $
(128.0)
—
(113.0)
(0.3)
(4,344.7) $
3,192.8
71.8
5.7
98.7
—
3,369.0
F-26
Table of Contents
Core and developed technology
Customer-related
In-process research and development
Software licenses
Distribution rights and other
Total
Gross Amount
March 31, 2022
Accumulated
Amortization
Net Amount
$
$
7,390.2 $
200.3
6.4
191.2
0.4
7,788.5 $
(3,571.5) $
(112.4)
—
(61.2)
(0.3)
(3,745.4) $
3,818.7
87.9
6.4
130.0
0.1
4,043.1
The following is an expected amortization schedule for the intangible assets for fiscal 2024 through fiscal 2028, absent
any future acquisitions or impairment charges (in millions):
Fiscal Year Ending March 31,
2024
2025
2026
2027
2028
Amortization
Expense
$
$
$
$
$
674.9
540.6
469.9
380.8
296.0
The Company amortizes intangible assets over their expected useful lives, which range between 1 and 15 years.
Amortization expense attributed to intangible assets are assigned to cost of sales and operating expenses as follows (in
millions):
Amortization expense charged to cost of sales
Amortization expense charged to operating expense
Total amortization expense
Fiscal Year Ended March 31,
2022
2021
2023
$
$
15.8 $
737.9
753.7 $
12.4 $
922.0
934.4 $
9.4
983.3
992.7
The Company recognized impairment charges of $1.8 million in fiscal 2023 and $3.0 million in fiscal 2022. There were no
impairment charges in fiscal 2021.
Goodwill activity by segment was as follows (in millions):
Balance at March 31, 2021
Additions
Balance at March 31, 2022
Additions
Balance at March 31, 2023
Semiconductor
Products
Reporting Unit
Technology
Licensing
Reporting Unit
$
$
$
6,651.4 $
3.0
6,654.4 $
—
6,654.4 $
19.2
—
19.2
—
19.2
At March 31, 2023, the Company applied a qualitative goodwill impairment test to its two reporting units, concluding it
was not more likely than not that goodwill was impaired. Through March 31, 2023, the Company has never recorded a
goodwill impairment charge.
F-27
Table of Contents
Note 8. Other Financial Statement Details
Accounts Receivable
Accounts receivable consists of the following (in millions):
Trade accounts receivable
Other
Total accounts receivable, gross
Less: allowance for expected credit losses
Total accounts receivable, net
March 31,
2023
2022
$
$
1,300.4 $
13.5
1,313.9
8.6
1,305.3 $
1,069.5
9.3
1,078.8
6.2
1,072.6
The Company sells certain of its trade accounts receivable on a non-recourse basis to a third-party financial institution
pursuant to a factoring arrangement. The Company accounts for these transactions as sales of receivables and presents cash
proceeds as cash provided by operating activities in the consolidated statements of cash flows. Total trade accounts
receivable sold under the factoring arrangement were $775.0 million and $485.5 million during fiscal 2023 and fiscal 2022,
respectively. Factoring fees for the sales of receivables were recorded in other income (loss), net and were not material for
any of the periods presented. After the sale of its trade accounts receivable, the Company will collect payment from the
customer and remit it to the third-party financial institution. The amount of trade accounts receivable sold for which cash has
not been collected from the customer is immaterial as of March 31, 2023, and 2022.
Inventories
The components of inventories consist of the following (in millions):
Raw materials
Work in process
Finished goods
Total inventories
Property, Plant and Equipment
Property, plant and equipment consists of the following (in millions):
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,
2023
2022
192.6 $
809.8
322.5
1,324.9 $
163.0
482.8
208.6
854.4
March 31,
2023
2022
89.3 $
716.4
2,669.1
354.3
3,829.1
2,651.2
1,177.9 $
88.2
674.4
2,471.6
182.4
3,416.6
2,448.7
967.9
$
$
$
$
Depreciation expense attributed to property, plant and equipment was $244.7 million, $209.1 million and $160.6 million
for the fiscal years ended March 31, 2023, 2022 and 2021, respectively. The increases in depreciation expense in the fiscal
years ended March 31, 2023, and March 31, 2022, includes the impact of current production levels, manufacturing expansion
activities and moving and repurposing floor space and equipment. As of March 31, 2023, the Company recorded $81.0 million
of investment tax credits for qualifying capital expenditures under the CHIPS Act as a reduction to property, plant and
equipment.
The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances
indicate that the related carrying amount of such assets may not be recoverable. For the three years ended March 31, 2023,
the Company’s evaluation of its property, plant and equipment did not result in any material impairments.
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Table of Contents
Accrued Liabilities
Accrued liabilities consists of the following (in millions):
Accrued compensation and benefits
Income taxes payable
Deferred revenue
Sales related reserves
Current portion of lease liabilities
Accrued expenses and other liabilities
Total accrued liabilities
Note 9. Leases
March 31,
2023
2022
193.5 $
106.2
121.4
536.1
31.5
334.8
1,323.5 $
213.7
121.5
73.2
334.9
33.8
277.2
1,054.3
$
$
Operating lease arrangements are comprised primarily of real estate and equipment agreements for which
the ROU assets are included in other assets and the corresponding lease liabilities, depending on their maturity, are included
in accrued liabilities or other long-term liabilities in the consolidated balance sheets. There are certain immaterial finance
leases recorded in the consolidated balance sheets. The Company has elected to account for the lease and non-
lease components as a single lease component.
The Company's leases are included as a component of the following balance sheet lines (in millions):
Other assets:
ROU assets
Total lease assets
Accrued liabilities:
Current portion of lease liabilities
Other long-term liabilities:
Non-current portion of lease liabilities
Total lease liabilities
March 31,
2023
2022
$
$
$
$
154.0 $
154.0 $
31.5 $
128.6
160.1 $
153.3
153.3
33.8
128.9
162.7
The following table presents the maturities of lease liabilities as of March 31, 2023 (in millions):
Fiscal year ending March 31,
2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less: Imputed lease interests
Total lease liabilities
Operating Leases
40.9
$
35.0
31.7
25.9
18.0
38.5
190.0
29.9
160.1
$
The Company's weighted-average remaining lease-term and weighted-average discount rate at March 31, 2023 are as
follows:
Weighted average remaining lease-term (years)
Weighted average discount rate
6.08
4.35%
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Table of Contents
The details of the Company's total lease expense are as follows (in millions):
Operating lease expense
$
56.6 $
58.4 $
63.1
Fiscal Year Ended March 31,
2022
2021
2023
Note 10. Commitments and Contingencies
Purchase Commitments
The Company's purchase commitments primarily consist of agreements for the purchase of property, plant and
equipment and other goods and services including wafer purchase obligations with the Company's wafer foundries, and
manufacturing supply capacity reservation commitments.
Total purchase commitments as of March 31, 2023, are as follows (in millions):
Fiscal Year Ending March 31,
2024
2025
2026
2027
2028
Thereafter
Total
Indemnification Contingencies
Purchase
Commitments
827.7
149.5
128.3
117.8
103.7
216.9
1,543.9
$
$
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 $179.0 million.
There are some licensing agreements in place that do not specify indemnification limits. As of March 31, 2023, the Company
had not recorded any liabilities related to these indemnification obligations and the Company believes that any amounts that
it may be required to pay under these agreements in the future will not have a material adverse effect on its financial
position, cash flows or results of operations.
Warranty Costs and Product Liabilities
The Company accrues for known product-related claims if a loss is probable and can be reasonably estimated. During the
periods presented, there have been no material accruals or payments regarding product warranty or product liability.
Historically, the Company has experienced a low rate of payments on product claims. Although the Company cannot predict
the likelihood or amount of any future claims, the Company does not believe these claims will have a material adverse effect
on its financial condition, results of operations or liquidity.
Legal Matters
In the ordinary course of the Company's business, it is exposed to various legal actions as a result of contracts, product
liability, customer claims, pricing or royalty disputes with customers and licensees, governmental investigations and other
matters. The Company is involved in a limited number of these legal actions, both as plaintiff and defendant, with respect to
the foregoing types of matters. Consequently, the Company could incur uninsured liability in any of these legal actions. The
Company also periodically receives notifications from various third parties alleging infringement of patents or other
intellectual property rights, or from customers requesting reimbursement for various costs. With respect to pending legal
actions to which the Company is a party and other claims, although the outcomes are generally not determinable, the
Company believes that the ultimate resolution of these matters will not have a material adverse effect on its financial
position, cash flows or results of operations. Litigation, governmental investigations and disputes relating to the
semiconductor industry are not uncommon, and the Company is, from time to time, subject to such litigation, governmental
F-30
Table of Contents
investigations and disputes. As a result, no assurances can be given with respect to the extent or outcome of any such
litigation, governmental investigations or disputes in the future.
In connection with its acquisition of Microsemi, which closed on May 29, 2018, the Company became involved with the
following legal matter:
Derivative Litigation. On January 22, 2019, a shareholder derivative lawsuit was filed against certain of the Company’s
officers and directors in the Superior Court of Arizona for Maricopa County, captioned Reid v. Sanghi, et al., Case No.
CV2019-002389. The Company is named as a nominal defendant. The complaint generally alleges that defendants breached
their fiduciary duties by, among other things, purportedly failing to conduct adequate due diligence regarding Microsemi prior
to its acquisition, misrepresenting the Company’s business prospects and health, and engaging in improper practices, and
further alleges that certain defendants engaged in insider trading. The complaint asserts causes of action for breach of
fiduciary duty, waste, and unjust enrichment and seeks unspecified monetary damages, corporate governance reforms,
equitable and/or injunctive relief, restitution, and attorneys’ fees and costs. An amended complaint was filed on February 28,
2020, and a second amended complaint was filed on July 27, 2020. The Company’s Audit Committee filed a motion to
dismiss. On April 4, 2022, the Court entered an order denying the Audit Committee’s motion to dismiss. On August 5, 2021, a
second shareholder derivative lawsuit was filed against certain of the Company’s officers and directors in the Superior Court
of Arizona for Maricopa County, captioned Dutrisac v. Sanghi, et al., Case No. CV2021-012459. The Company is named as a
nominal defendant. The complaint asserts substantially the same allegations as those in the Reid case. The complaint asserts
causes of action for breaches of fiduciary duty, insider selling, unjust enrichment, waste of corporate assets, indemnification,
and contribution and seeks unspecified monetary damages, equitable and/or injunctive relief, disgorgement, corporate
governance reforms, and attorneys’ fees and costs. The Company's Audit Committee filed a motion to dismiss. On April 7,
2022, the Court entered an order denying the Audit Committee’s motion to dismiss. The parties have reached an agreement
to settle the Reid and Dutrisac actions. On March 29, 2023, the court granted preliminary approval of the proposed
settlement. The terms of the proposed settlement include corporate government enhancements, payment of $4.0 million to
the Company from the Company's directors and officers insurance carrier (a portion of which plaintiffs will seek as attorney
fees), and a payment of up to $1.8 million in plaintiff attorneys fees by the Company. The settlement remains subject to final
court approval, and a settlement hearing is scheduled for June 14, 2023.
As a result of its acquisition of Atmel, which closed April 4, 2016, the Company became involved with the following legal
matter:
Individual Labor Actions by former LFR Employees. In June 2010, Atmel Rousset sold its wafer manufacturing business in
Rousset, France to LFoundry GmbH (LF), the German parent of LFoundry Rousset (LFR). LFR then leased the Atmel Rousset
facility to conduct the manufacture of wafers. More than three years later, LFR became insolvent and later liquidated. In the
wake of LFR's insolvency and liquidation, over 500 former employees of LFR filed individual labor actions against Atmel
Rousset in a French labor court, and in 2019 a French labor court dismissed all of the employees’ claims against Atmel
Rousset. In 2020, the Plaintiffs filed appeals with the Court of Appeals requesting reconsideration of the earlier dismissals. In
December 2022, the Court of Appeals dismissed these appeals and held that there had been no co-employment of the
plaintiffs by Atmel Rousset and LFoundry Rousset. However, in 2017 these same claims were filed by this same group of
employees in a regional court in France against Microchip Technology Incorporated and Atmel Corporation. The Company,
and the other defendant entities, believe 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 any of these entities is based substantially on the same
specious arguments that the Paris Commercial Court summarily rejected in 2014 in related proceedings. The defendant
entities therefore intend to defend vigorously against each of these claims. Additionally, complaints have been filed in a
regional court in France on behalf of the same group of employees against Microchip Technology Rousset, Atmel Switzerland
Sarl, Atmel Corporation and Microchip Technology Incorporated alleging that the sale of the Atmel Rousset production unit to
LF was fraudulent and should be voided. These claims are specious and the defendant entities therefore intend to defend
vigorously against these claims.
The Company accrues for claims and contingencies when losses become probable and reasonably estimable. As of the
end of each applicable reporting period, the Company reviews each of its matters and, where it is probable that a liability has
been or will be incurred, the Company accrues for all probable and reasonably estimable losses. Where the Company can
reasonably estimate a range of losses it may incur regarding such a matter, the Company records an accrual for the amount
within the range that constitutes its best estimate. If the Company can reasonably estimate a range but no amount within the
range appears to be a better estimate than any other, the Company uses the amount that is the low end of such range. As of
March 31, 2023, the Company's estimate of the aggregate potential liability for legal matters that is possible but not probable
is approximately $150.0 million in excess of amounts accrued.
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Table of Contents
Note 11. Income Taxes
The income tax provision (benefit) consists of the following (amounts in millions):
Income (loss) before income taxes:
U.S.
Foreign
Total income before income taxes
Current provision (benefit):
U.S. Federal
State
Foreign
Total current provision
Deferred provision (benefit):
U.S. Federal
State
Foreign
Total deferred provision (benefit)
Income tax provision (benefit)
Fiscal Year Ended March 31,
2022
2021
2023
674.7 $
2,235.0
2,909.7 $
132.2 $
1,350.3
1,482.5 $
389.5 $
5.0
72.0
466.5 $
53.7 $
4.6
147.2
205.5
672.0 $
191.6 $
3.7
(6.2)
189.1 $
(78.7) $
(9.1)
95.7
7.9
197.0 $
(301.7)
641.2
339.5
54.8
2.0
72.2
129.0
(215.4)
(22.9)
99.4
(138.9)
(9.9)
$
$
$
$
$
$
The provision (benefit) 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 (benefit) are as
follows (amounts in millions):
Fiscal Year Ended March 31,
2022
2021
2023
Computed expected income tax provision
State income taxes, net of federal benefit
Effects of foreign operations - rate differential
Effects of foreign operations - other, net of foreign tax credits
Foreign-derived intangible income ("FDII")
Business realignment of intellectual property rights
Change in uncertain tax positions
Share-based compensation
R&D tax credits
Income tax holidays
Convertible debt settlement
Other
Change in valuation allowance
Income tax provision (benefit)
$
$
611.0 $
8.6
(184.0)
258.9
—
—
50.6
(11.4)
(63.8)
(26.7)
0.7
19.0
9.1
672.0 $
311.3 $
3.5
(96.8)
139.9
(27.3)
(3.1)
(47.1)
(17.6)
(49.5)
(22.5)
(25.5)
31.7
—
197.0 $
71.3
(3.8)
(37.7)
122.5
(10.5)
(63.8)
28.1
(12.3)
(47.6)
(11.1)
(48.1)
16.4
(13.3)
(9.9)
The foreign tax rate differential benefit primarily relates to the Company's operations in Malta 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
between fiscal 2024 and 2031, 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 benefit derived from these tax holidays approximated $26.7 million, $22.5 million, and $11.1 million in
fiscal 2023, fiscal 2022, and fiscal 2021, respectively. The impact of the tax holidays increased each of the basic and diluted
net income per common share by $0.05 in fiscal 2023, $0.04 in fiscal 2022, and $0.02 in fiscal 2021.
F-32
Table of Contents
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 millions):
Deferred tax assets:
Accrued expenses
Capital loss carryforward
Deferred revenue
Income tax credits
Intangible assets
Inventory valuation
Lease liabilities
Net operating loss carryforward
Property, plant and equipment
Share-based compensation
Other
Gross deferred tax assets
Valuation allowances
Deferred tax assets, net of valuation allowances
Deferred tax liabilities:
Convertible debt
Intangible assets
ROU assets
Other
Deferred tax liabilities
Net deferred tax asset
Reported as:
Non-current deferred tax assets
Non-current deferred tax liability
Net deferred tax asset
March 31,
2023
2022
64.7 $
11.0
—
312.7
1,328.7
40.0
35.8
73.9
7.0
37.7
4.0
1,915.5
(299.4)
1,616.1
—
(1.6)
(33.9)
—
(35.5)
1,580.6 $
1,623.3 $
(42.7)
1,580.6 $
81.6
9.8
90.4
306.6
1,479.9
26.8
36.1
77.0
40.8
45.8
5.5
2,200.3
(290.3)
1,910.0
(22.7)
(92.4)
(33.6)
(4.0)
(152.7)
1,757.3
1,797.1
(39.8)
1,757.3
$
$
$
$
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 for tax reporting purposes, and prudent and feasible tax planning strategies.
Additions and deductions related to the valuation allowance for deferred tax assets for the three fiscal years ended
March 31, 2023 were as follows (amounts in millions):
Fiscal 2023
Fiscal 2022
Fiscal 2021
Balance at
Beginning of
Year
Additions
Charged to Costs
and Expenses
Deductions
Balance at End
of Year
$
$
$
290.3 $
290.3 $
303.5 $
19.3 $
7.1 $
8.1 $
(10.2) $
(7.1) $
(21.3) $
299.4
290.3
290.3
The Company had federal, state and foreign NOL carryforwards with an estimated tax effect of $73.9 million available at
March 31, 2023, which expire at various times between fiscal 2024 and fiscal 2043, of which a portion of the NOL
carryforwards do not expire. The Company had capital loss carryforwards with an estimated tax effect of $11.0 million
available at March 31, 2023, which begin to expire in fiscal 2024. The Company had federal, state and foreign credits of
$251.5 million available at March 31, 2023, which begin to expire in fiscal 2024. The Company had refundable tax credits in
foreign jurisdictions of $39.5 million available at March 31, 2023. The Company had withholding tax credits in foreign
jurisdictions of $21.7 million available at March 31, 2023. These credits expire at various times between fiscal 2024 and fiscal
2026.
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Table of Contents
The enactment of the TCJA imposed a tax on all previously untaxed earnings of non-U.S. subsidiaries of U.S. corporations.
Due to this change, the jurisdiction in which the Company's cash is at any given point in time no longer has a significant impact
on the Company's liquidity. Distributions of the Company's future earnings will no longer be subject to U.S. federal taxation.
The Company intends to invest substantially all of the Company's foreign subsidiary earnings, as well as the Company's capital
in the Company's foreign subsidiaries, indefinitely outside of the U.S. in those jurisdictions in which the Company would incur
significant, additional costs upon repatriation of such amounts. It is not practical to estimate the additional tax that would be
incurred, if any, if the permanently reinvested earnings were repatriated. During fiscal 2018, the Company recognized a one-
time transition tax on accumulated unrepatriated foreign earnings, of which the Company expected cash payments of
approximately $290.3 million. This tax is payable over a period of eight years, with 8% of the transition tax payable each year
for fiscal 2019 through fiscal 2023, and 15%, 20%, and 25%, respectively, payable during fiscal 2024, fiscal 2025, and fiscal
2026. As of March 31, 2023, the Company's transition tax payable was $174.2 million, of which $43.5 million is payable within
the next 12 months and is included within accrued liabilities and the remaining $130.7 million is included within long-term
income tax payable on the Company's consolidated balance sheets.
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 2007 and later tax years
remain effectively open for examination by tax authorities. For foreign tax returns, the Company is generally no longer
subject to income tax examinations for years prior to fiscal 2007.
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 would 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, the tax positions are more likely than not to be
sustained based on the technical merits. 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 laws 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.
The following table summarizes the activity related to the Company's gross unrecognized tax benefits for the three fiscal
years ended March 31, 2023 (amounts in millions):
Fiscal Year Ended March 31,
2022
2021
2023
Beginning gross unrecognized tax benefit
Decreases related to settlements with tax authorities
Decreases related to statute of limitation expirations
Increases related to current year tax positions
Increases (decreases) related to prior year tax positions
Ending gross unrecognized tax benefits
$
$
804.1 $
(0.4)
(11.7)
65.9
(9.9)
848.0 $
826.3 $
(0.4)
(12.6)
28.2
(37.4)
804.1 $
757.3
(6.0)
(10.9)
35.4
50.5
826.3
As of March 31, 2023 and March 31, 2022, the Company had accrued interest and penalties related to tax contingencies
of $80.4 million and $72.7 million, respectively, included within long-term income tax payable on the consolidated balance
sheets. During the fiscal year ended March 31, 2023, and the fiscal year ended March 31, 2021, interest and penalties
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charged to operations were $7.6 million and $9.3 million, respectively, compared to the release of previously accrued interest
and penalties of $11.2 million during the fiscal year ended March 31, 2022.
The Company is currently under income tax examination in various tax jurisdictions in which it operates. The years under
examination range from fiscal 2007 through fiscal 2022. In some jurisdictions, the Company has received tax assessments in
excess of established reserves. The Company is contesting these tax assessments, and will continue to do so, including
pursuing all available remedies such as appeals and litigation, if necessary. During fiscal 2023, additional assessments were
received for these issues and the Company’s position remains unchanged.
The total amount of gross unrecognized tax benefits was $848.0 million and $804.1 million as of March 31, 2023,
and March 31, 2022, respectively, of which $729.3 million and $692.3 million is estimated to impact the Company's effective
tax rate, if recognized. Unrecognized tax benefits may change in the next 12 months due to expiration of statutes of
limitation, changes in the Company’s judgment about the level of uncertainty, status of tax examinations, and legislative
changes. The Company estimates that it is reasonably possible unrecognized tax benefits as of March 31, 2023, could
decrease by approximately $10.0 million in the next 12 months. Positions that may be resolved include various U.S. and non-
U.S. matters.
In September 2021, the Company received a Notice from the IRS for fiscal 2007 through fiscal 2012. The disputed
amounts largely relate to transfer pricing matters. In December 2021, the Company filed a petition in the United States Tax
Court challenging the Notice.
In May 2023, the Company received a proposed income adjustment from the Malaysian IRB for fiscal 2020, which if
upheld by the highest court that has jurisdiction over this matter in Malaysia, could result in income taxes up to
$420.0 million, exclusive of interest and penalties. The disputed amounts largely relate to the characterization of certain
assets. Depending on the outcome of the IRB audit, the Company may need to take the matter to court in Malaysia, and if it
does, it may be required to pay the assessment and then request a refund from the court upon a series of favorable rulings.
The timing of adjudicating this matter is uncertain but could commence in the next 12 months.
The Company firmly believes that the assessments described above are without merit and plans to pursue all available
administrative and judicial remedies necessary to resolve these matters. The Company intends to vigorously defend its
positions and it is confident in its ability to prevail on the merits. The Company regularly assesses the likelihood of adverse
outcomes resulting from examinations such as these to determine the adequacy of its tax reserves. The Company believes
that the final adjudication of these matters will not have a material impact on its consolidated financial position and results of
operations or cash flows. However, the ultimate outcome of disputes of this nature is uncertain, and if the IRS and IRB were
to prevail on their assertions, the assessed tax, penalties, and deficiency interest could have a material adverse impact on the
Company's financial position, results of operations or cash flows.
Note 12. Employee Benefit Plans
Defined Benefit Plans
The Company has defined benefit pension plans that cover certain French and German employees. Most of these defined
pension plans, which were acquired in prior acquisitions, are unfunded. Plan benefits are provided in accordance with local
statutory requirements and are based on years of service and employee compensation levels.
The change in projected benefit obligation and the accumulated benefit obligation was immaterial for fiscal 2023 and
fiscal 2022. As of March 31, 2023, the Company has recorded $53.9 million related to the pension plans in the consolidated
balance sheets.
F-35
Table of Contents
Future estimated expected benefit payments for fiscal year 2024 through 2033 are as follows (in millions):
Fiscal Year Ending March 31,
Amount
2024
2025
2026
2027
2028
2029 through 2033
Total
Note 13. Share-Based Compensation
Share-Based Compensation Expense
$
$
The following table presents the details of the Company's share-based compensation expense (in millions):
Cost of sales (1)
Research and development
Selling, general and administrative
Pre-tax effect of share-based compensation
Income tax benefit
Net income effect of share-based compensation
Fiscal Year Ended March 31,
2022
2021
2023
$
$
27.2 $
83.1
60.1
170.4
36.4
134.0 $
34.3 $
97.9
78.0
210.2
44.6
165.6 $
1.8
2.0
2.4
2.2
2.8
14.9
26.1
26.6
96.8
74.9
198.3
42.3
156.0
(1) During the fiscal year ended March 31, 2023, $19.7 million of share-based compensation expense was capitalized to
inventory and $27.2 million of previously capitalized share-based compensation expense in inventory was sold. During
the fiscal year ended March 31, 2022, $21.2 million of share-based compensation expense was capitalized to inventory
and $34.3 million of previously capitalized share-based compensation expense in inventory was sold. During the fiscal
year ended March 31, 2021, $16.7 million of share-based compensation expense was capitalized to inventory and $26.6
million of previously capitalized share-based compensation expense in inventory was sold.
Combined Incentive Plan Information
The Company has granted RSUs and stock options to employees and non-employee members of the Board of Directors
under the Company’s 2004 Equity Incentive Plan (the 2004 plan). The Company grants RSUs with a service condition and PSUs
under the 2004 plan. The Company uses RSUs with a service condition as its primary equity incentive compensation
instrument for employees. The Company grants PSUs to a group of executive officers and employees. For the market-based
PSUs, the number of shares of the Company's common stock expected to be received at vesting will range from 0% to 200% of
the target grant amount based on the TSR of the Company's common stock measured against the TSR of a defined peer group
of companies over the applicable two-year or three-year measurement period. TSR is a measure of the stock price
appreciation plus any dividends paid in the performance period. For the performance-based PSUs, the number of shares of
the Company's common stock expected to vest will range from 0% to 200% of the target grant amount based on the
Company's two-year or three-year cumulative non-GAAP operating margin percentage. Under the 2004 plan, 64,389,717
shares of common stock have been authorized for issuance and 8,728,867 shares of common stock remain available for future
grants as of March 31, 2023.
F-36
Table of Contents
RSUs and PSUs share activity is set forth below:
Nonvested shares at March 31, 2020
Granted
Forfeited
Vested
Nonvested shares at March 31, 2021
Granted
Forfeited
Vested
Nonvested shares at March 31, 2022
Granted
Forfeited
Vested
Nonvested shares at March 31, 2023
Number of
Shares
11,484,106 $
4,678,494 $
(514,110) $
(3,764,672) $
11,883,818 $
2,995,991 $
(978,325) $
(3,795,469) $
10,106,015 $
3,226,654 $
(864,262) $
(3,423,935) $
9,044,472 $
Weighted
Average Grant
Date Fair Value
38.06
50.69
41.69
32.07
44.77
74.36
51.17
43.77
53.30
61.71
55.77
45.08
59.17
The total intrinsic value of RSUs and PSUs which vested during the fiscal years ended March 31, 2023, 2022 and 2021 was
$256.3 million, $287.6 million and $218.5 million, respectively. The aggregate intrinsic value of RSUs and PSUs outstanding at
March 31, 2023 was $757.7 million, calculated based on the closing price of the Company's common stock of $83.78 per share
on March 31, 2023. The amount of unearned share-based compensation currently estimated to be expensed in the
remainder of fiscal 2024 through fiscal 2028 related to unvested share-based payment awards at March 31, 2023 is $327.2
million. The weighted average period over which the unearned share-based compensation is expected to be recognized is
approximately 2.15 years. The total number of PSUs granted in fiscal years ended March 31, 2023, 2022 and 2021 was
172,334 shares, 145,188 shares and 140,160 shares, respectively.
As of March 31, 2023, the number of options exercisable was 21,016 and the weighted average exercise price per share
was $19.13.
Employee Stock Purchase Plan
The Company’s 2001 Employee Stock Purchase Plan and the 1994 International Employee Stock Purchase Plan
(collectively referred to as the employee stock purchase plans) allows eligible employees to purchase shares of the Company's
common stock at 85% of the value of its common stock on specific dates. Since the inception of the employee stock purchase
plans, 35,548,364 shares of common stock have been authorized for issuance and 10,052,828 shares remain available for
future purchases as of March 31, 2023.
Employees purchased 1,424,850 shares of common stock in the fiscal year ended March 31, 2023 for an aggregate
purchase price of $81.2 million under the employee stock purchase plans compared to 1,485,477 shares of common stock for
an aggregate purchase price of $70.0 million in the fiscal year ended March 31, 2022 and 1,424,440 shares of common stock
for a purchase price of $57.7 million in the fiscal year ended March 31, 2021. As of March 31, 2023, unrecognized share-
based compensation costs related to the employee stock plans totaled $8.7 million, which will be recognized over a period of
approximately five months.
Note 14. Stock Repurchase Activity
In November 2021, the Company's Board of Directors approved a new stock repurchase program to repurchase up to
$4.00 billion of the Company's common stock in the open market or in privately negotiated transactions. There is no
expiration date associated with the repurchase program. During the fiscal year ended March 31, 2023, the Company
purchased approximately 12.9 million shares of its common stock for a total of $945.8 million under the program, compared
to approximately 5.6 million shares of its common stock for a total of $425.6 million in the fiscal year ended March 31, 2022.
There were no repurchases of common stock during the fiscal year ended March 31, 2021. As of March 31, 2023,
approximately $2.63 billion remained available for repurchases under the program. Shares repurchased are recorded as
treasury shares and are used to fund share issuance requirements under the Company's equity incentive plans. As
of March 31, 2023, the Company had approximately 32.3 million treasury shares.
F-37
Table of Contents
Note 15. Accumulated Other Comprehensive Loss
The following table presents the changes in the components of accumulated other comprehensive loss, net of tax (in
millions):
Balance at March 31, 2022
Net other comprehensive income (loss)
Balance at March 31, 2023
Balance at March 31, 2021
Net other comprehensive income (loss)
Balance at March 31, 2022
Note 16. Dividends
Minimum Pension
Liability
Foreign Currency
Total
$
$
$
$
(5.6) $
16.6
11.0 $
(13.4) $
7.8
(5.6) $
(15.0) $
(0.1)
(15.1) $
(12.8) $
(2.2)
(15.0) $
(20.6)
16.5
(4.1)
(26.2)
5.6
(20.6)
In October 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 $1.263, $0.910 and $0.747 during fiscal 2023, 2022 and
2021, respectively. Total dividend payments amounted to $695.3 million, $503.8 million and $388.3 million during fiscal 2023,
2022 and 2021, respectively.
F-38
Exhibit 10.11
Grant # ###
MICROCHIP TECHNOLOGY INCORPORATED
2004 EQUITY INCENTIVE PLAN
NOTICE OF GRANT OF RESTRICTED STOCK UNITS (PERFORMANCE)
Unless otherwise defined herein, the terms defined in the Microchip Technology Incorporated 2004 Equity
Incentive Plan (the “Plan”) shall have the same defined meanings in this Notice of Grant of Restricted Stock Units
(Performance) (the “Grant Notice”).
Grantee: [NAME]
Grantee has been granted an award of performance-based Restricted Stock Units (“RSUs”) subject to and in accordance
with the express terms and conditions of the Grant Notice (including Exhibit A), the Plan and the Restricted Stock Unit
Agreement, including the appendix for Grantee’s country, if any (the “Appendix” and together with the Restricted Stock
Unit Agreement, the “Agreement”). The Plan and Agreement are incorporated herein in their entirety. Each RSU is
equivalent to the right to receive one share of Common Stock of the Company (“Share”) for purposes of determining the
number of Shares subject to this Award. No Shares will be issued until the vesting conditions of the Award described below
are satisfied and the restrictions lapse, subject to the terms and conditions set forth in the Plan and the Agreement. This
Award does not entitle Grantee to any stockholder rights with respect to the underlying Shares until the vesting conditions
of the Award described below are satisfied, the restrictions lapse and Shares are issued to him/her. Additional terms of this
Award are as follows:
Date of Grant: [DATE]
Target Number of Restricted Stock Units: [SHARES GRANTED]
Vesting Schedule: 100% cliff vest on [DATE] contingent on Performance Goals.
Subject to Section 19 of the Plan, the RSUs shall vest on the Determination Date (the “Vesting Date”) to the extent
the RSUs have become Achieved RSUs with respect to the achievement of the performance-based vesting
conditions set forth on Exhibit A. All vesting is contingent upon Grantee remaining a Service Provider through the
Vesting Date.
Measurement Period: eight (8) consecutive fiscal quarter period beginning with the first day of the quarter in
which the grant is approved.
Performance Goals: See Exhibit A attached.
Termination Period. This Award automatically terminates and Grantee’s rights are forfeited with respect to all RSUs
granted hereunder on the date Grantee ceases to be a Service Provider (if such date precedes the Vesting Date), or in the
event that Grantee has not accepted this Grant in accordance with Company procedures 31 days or more prior to the
Determination Date. A portion of the Award may terminate sooner as set forth in Exhibit A, as a result of it not being
achieved. In no event shall this Award vest later than the Vesting Schedule outlined above.
Forfeiture Events. This Award (or any portion thereof) and any Shares issued in settlement of this Award, as applicable,
are subject to recoupment under any clawback policy that the 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, Grantee shall reimburse the Company the amount of any
payment in settlement of this Award if 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.
Binding Agreements. Grantee shall be deemed to have accepted this Award and the terms set forth in this Grant Notice,
the Agreement, and the Plan (the “Equity Documents”) until and unless the Company has received written notice via email
to MicrochipStockDepartment@Microchip.com from Grantee of Grantee’s non-acceptance of this Award no later than the
30th calendar day prior to the first date on which an RSU is scheduled to vest (the “Notice of Non-Acceptance”), which non-
acceptance shall be irrevocable. The Equity Documents constitute Grantee’s entire agreement with respect to this Award
and Grantee and the Award shall be bound by the terms therein unless and until the Company receives Grantee’s Notice of
Non- Acceptance. The Administrator’s decisions and interpretations with respect to any questions relating to the Equity
Documents and/or this Award shall be binding, conclusive and final. This Award may be modified by the Company, but in
accordance with Section 21(c) of the Plan, it may not be modified adversely to Grantee’s interest except by means of a
writing signed by the Company and Grantee. The Company will administer the Plan from the United States of America. The
internal laws of the State of Arizona, United States of America, but not its choice of law principles, will govern this Award.
MICROCHIP TECHNOLOGY INCORPORATED
By:
Ganesh Moorthy, President and CEO
2
EXHIBIT A
PERFORMANCE MATRIX
The following terms shall apply to the Award of Restricted Stock Units granted to the Grantee identified in the
Notice of Grant of Restricted Stock Units (Performance) included as part of the Agreement to which this Performance
Matrix is attached. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Plan or the
Agreement, as applicable.
Operating Margin
45%
44%
43%
42%
41%
40%
39%
38%
37%
36%
35%
Vesting Multiple*
200%
180%
160%
140%
120%
100%
80%
60%
40%
20%
0%
* For performance falling between two identified “bands” in the first column of the table above, the actual vesting
multiple for determining the number of RSUs vesting on the applicable Vesting Date will be calculated by linear
interpolation between (a) the two identified bands and (b) the two vesting multiples set forth in the second column that
correspond to the two identified Operating Margin bands.
Definitions
“GAAP” means Generally Accepted Accounting Principles.
“Operating Income” means as to the Measurement Period, the Company’s non-GAAP operating income, which is
determined consistent with how non-GAAP operating income is reported in the Company’s press release for the applicable
fiscal quarter.
“Operating Margin” means as to the Measurement Period, the Company’s Non-GAAP Operating Income divided by Net
Sales (rounded to the second decimal).
“Net Sales” means as to the Measurement Period, the Company’s GAAP net sales, which is determined consistent with
how GAAP net sales is reported in the Company’s press release for the applicable fiscal quarter.
“SEC” means the U.S. Securities and Exchange Commission.
Award Determination and Payout
Except as provided under the “Change of Control” section below, following the end of each Measurement Period,
the Administrator will certify whether and to what extent the performance metric has been achieved for the Measurement
Period (the date of such certification, the “Determination Date”).
The actual number of RSUs that will vest under the Agreement, if any, upon achievement of the performance
metric will be rounded down to the nearest whole number so as to avoid fractional shares (such portion, the “Achieved
RSUs”). Any RSUs that do not become Achieved RSUs will be immediately forfeited and returned to the Plan share reserve.
Change of Control
Notwithstanding the foregoing, if a Change of Control occurs before the last day of the Measurement Period and
Grantee remains a Service Provider through immediately prior to such Change of Control, the number of Restricted Stock
3
Units that will become Achieved RSUs will equal the greater of: (i) the Target Number of Restricted Stock Units, or (ii) the
number of Restricted Stock Units determined by calculating the Vesting Multiple associated with the Company Operating
Margin for
an adjusted Measurement Period (the “Adjusted Measurement Period”) ending on the last day of the most recent fiscal
quarter ending prior to the Change of Control, rounded down to the nearest whole number so as to avoid fractional shares
(the “Change of Control Achieved RSUs”).
The Change of Control Achieved RSUs will vest immediately prior to the Change of Control, subject to Grantee
continuing to be a Service Provider through such date.
All determinations regarding the Operating Margin of the Company, and any adjusted values in the event of a
Change of Control, will be made by the Compensation Committee of the Company’s Board of Directors, in its sole
discretion, and all such determinations will be final and binding on all parties.
4
MICROCHIP TECHNOLOGY INCORPORATED
2004 EQUITY INCENTIVE PLAN
NOTICE OF GRANT OF RESTRICTED STOCK UNITS (PERFORMANCE)
Exhibit 10.12
Grant # ###
Unless otherwise defined herein, the terms defined in the Microchip Technology Incorporated 2004 Equity
Incentive Plan (the “Plan”) shall have the same defined meanings in this Notice of Grant of Restricted Stock Units
(Performance) (the “Grant Notice”).
Grantee: [NAME]
Grantee has been granted an award of performance-based Restricted Stock Units (“RSUs”) subject to and in accordance
with the express terms and conditions of the Grant Notice (including Exhibit A), the Plan and the Restricted Stock Unit
Agreement, including the appendix for Grantee’s country, if any (the “Appendix” and together with the Restricted Stock
Unit Agreement, the “Agreement”). The Plan and Agreement are incorporated herein in their entirety. Each RSU is
equivalent to the right to receive one share of Common Stock of the Company (“Share”) for purposes of determining the
number of Shares subject to this Award. No Shares will be issued until the vesting conditions of the Award described below
are satisfied and the restrictions lapse, subject to the terms and conditions set forth in the Plan and the Agreement. This
Award does not entitle Grantee to any stockholder rights with respect to the underlying Shares until the vesting conditions
of the Award described below are satisfied, the restrictions lapse and Shares are issued to him/her. Additional terms of this
Award are as follows:
Date of Grant: [DATE]
Target Number of Restricted Stock Units: [NUMBER]
Vesting Schedule: [VESTING SCHEDULE], contingent on Performance Goals.
Subject to Section 19 of the Plan, the RSUs shall vest on the Determination Date (the “Vesting Date”) to the extent
the RSUs have become Achieved RSUs with respect to the achievement of the performance-based vesting
conditions set forth on Exhibit A. All vesting is contingent upon Grantee remaining a Service Provider through the
Vesting Date.
Measurement Period: twelve (12) consecutive fiscal quarter period beginning with the first day of the quarter in
which the grant is approved.
Performance Goals: See Exhibit A attached.
Termination Period. This Award automatically terminates and Grantee’s rights are forfeited with respect to all RSUs
granted hereunder on the date Grantee ceases to be a Service Provider (if such date precedes the Vesting Date), or in the
event that Grantee has not accepted this Grant in accordance with Company procedures 31 days or more prior to the
Determination Date. A portion of the Award may terminate sooner as set forth in Exhibit A, as a result of it not being
achieved. In no event shall this Award vest later than the Vesting Schedule outlined above.
Forfeiture Events. This Award (or any portion thereof) and any Shares issued in settlement of this Award, as applicable, are
subject to recoupment under any clawback policy that the 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, Grantee shall reimburse the Company the amount of any
payment in settlement of this Award if 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.
Binding Agreements. Grantee shall be deemed to have accepted this Award and the terms set forth in this Grant Notice,
the Agreement, and the Plan (the “Equity Documents”) until and unless the Company has received written notice via email
to MicrochipStockDepartment@Microchip.com from Grantee of Grantee’s non-acceptance of this Award no later than the
30th calendar day prior to the first date on which an RSU is scheduled to vest (the “Notice of Non-Acceptance”), which non-
acceptance shall be irrevocable. The Equity Documents constitute Grantee’s entire agreement with respect to this Award
and Grantee and the Award shall be bound by the terms therein unless and until the Company receives Grantee’s Notice of
Non-Acceptance. The Administrator’s decisions and interpretations with respect to any questions relating to the Equity
Documents and/or this Award shall be binding, conclusive and final. This Award may be modified by the Company, but in
accordance with Section 21(c) of the Plan, it may not be modified adversely to Grantee’s interest except by means of a
writing signed by the Company and Grantee. The Company will administer the Plan from the United States of America. The
internal laws of the State of Arizona, United States of America, but not its choice of law principles, will govern this Award.
MICROCHIP TECHNOLOGY INCORPORATED
By:
Ganesh Moorthy, President and CEO
2
EXHIBIT A
PERFORMANCE MATRIX
The following terms shall apply to the Award of Restricted Stock Units granted to the Grantee identified in the
Notice of Grant of Restricted Stock Units (Performance) included as part of the Agreement to which this Performance
Matrix is attached. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Plan or the
Agreement, as applicable.
Operating Margin
47%
46%
45%
44%
43%
42%
41%
40%
39%
38%
37%
Vesting Multiple*
200%
180%
160%
140%
120%
100%
80%
60%
40%
20%
0%
* For performance falling between two identified “bands” in the first column of the table above, the actual vesting
multiple for determining the number of RSUs vesting on the applicable Vesting Date will be calculated by linear
interpolation between (a) the two identified bands and (b) the two vesting multiples set forth in the second column that
correspond to the two identified Operating Margin bands.
Definitions
“GAAP” means Generally Accepted Accounting Principles.
“Operating Income” means as to the Measurement Period, the Company’s non-GAAP operating income, which is
determined consistent with how non-GAAP operating income is reported in the Company’s press release for the applicable
fiscal quarter.
“Operating Margin” means as to the Measurement Period, the Company’s Non-GAAP Operating Income divided by Net
Sales (rounded to the second decimal).
“Net Sales” means as to the Measurement Period, the Company’s GAAP net sales, which is determined consistent with how
GAAP net sales is reported in the Company’s press release for the applicable fiscal quarter.
“SEC” means the U.S. Securities and Exchange Commission.
Award Determination and Payout
Except as provided under the “Change of Control” section below, following the end of each Measurement Period,
the Administrator will certify whether and to what extent the performance metric has been achieved for the Measurement
Period (the date of such certification, the “Determination Date”).
The actual number of RSUs that will vest under the Agreement, if any, upon achievement of the performance
metric will be rounded down to the nearest whole number so as to avoid fractional shares (such portion, the “Achieved
RSUs”). Any RSUs that do not become Achieved RSUs will be immediately forfeited and returned to the Plan share reserve.
Change of Control
Notwithstanding the foregoing, if a Change of Control occurs before the last day of the Measurement Period and
Grantee remains a Service Provider through immediately prior to such Change of Control, the number of Restricted Stock
3
Units that will become Achieved RSUs will equal the greater of: (i) the Target Number of Restricted Stock Units, or (ii) the
number of Restricted Stock Units determined by calculating the Vesting Multiple associated with the Company Operating
Margin for an adjusted Measurement Period (the “Adjusted Measurement Period”) ending on the last day of the most
recent fiscal quarter ending prior to the Change of Control, rounded down to the nearest whole number so as to avoid
fractional shares (the “Change of Control Achieved RSUs”).
The Change of Control Achieved RSUs will vest immediately prior to the Change of Control, subject to Grantee
continuing to be a Service Provider through such date.
All determinations regarding the Operating Margin of the Company, and any adjusted values in the event of a
Change of Control, will be made by the Compensation Committee of the Company’s Board of Directors, in its sole
discretion, and all such determinations will be final and binding on all parties.
4
Insider Trading
(HR-630)
1.0
INTENT
Exhibit 19.1
1.1 Microchip Technology Incorporated (together with any subsidiaries, collectively the
“Company”) has adopted this Insider Trading Policy (the “Policy”) to help you comply
with the United States federal and state securities laws and regulations that govern
trading in securities and to help the Company minimize its own legal and reputational
risk.
2.0
PURPOSE AND SCOPE
2.1
It is your responsibility to understand and follow this Policy. Insider trading is illegal and
a violation of this Policy. In addition to your own liability for insider trading, the
Company, as well as directors, officers and other supervisory personnel, could face
liability. Even the appearance of insider trading can lead to government investigations
or lawsuits that are time-consuming, expensive and can lead to criminal and civil
liability, including damages and fines, imprisonment and bars on serving as an officer or
director of a public company, not to mention irreparable damage to both your and the
Company’s reputation.
3.0
PROCEDURE/DOCUMENT DETAIL
3.1
Insider Trading Compliance Officer. For purposes of this Policy, the Company’s Chief
Financial Officer serves as the Insider Trading Compliance Officer. In the absence of the
Chief Financial Officer, the Chief Executive Officer may take such action and render
such decisions that would otherwise be taken by the Insider Trading Compliance
Officer. The Insider Trading Compliance Officer may designate others, from time to
time, to assist with the execution of his or her duties under this Policy.
3.2
No Trading on Material Nonpublic Information. It is illegal for anyone to trade in
securities on the basis of material nonpublic information. It does not matter how the
material nonpublic information or the securities were acquired.
If you are in possession of material nonpublic information about the Company, you are
prohibited from:
a. using it to trade in securities of the Company;
b. disclosing it to any director, officer, employee, consultant, contractor, agent or
other service provider whose role does not require them to have the
information;
c. disclosing it to anyone outside of the Company (other than as described in
Section 3.2.b), including family, friends, or investors, without prior written
authorization from the Insider Trading Compliance Officer or relevant Company
Vice President; or
d. using it to express an opinion or make a recommendation about trading in the
Company’s securities.
In addition, material nonpublic information about another company that you learn
through your job at the Company is subject to these same restrictions around
disclosure and trading. If you are in possession of material nonpublic information about
the Company’s suppliers, business partners, customers, joint venture partners or
competitors, you cannot use that information to trade securities. Any such action will
be deemed a violation of this Policy.
3.3
No Disclosure of Confidential Information. The Company recognizes that
communication is vital. Nonetheless, you must maintain confidential information in
accordance with HR-600 Confidentiality, and you must not discuss internal Company
matters or developments with anyone outside the Company either verbally or in
THIS DOCUMENT IS UNCONTROLLED UNLESS OTHERWISE STAMPED. It is the user’s
responsibility to ensure this is the latest revision prior to using or referencing this document.
© Microchip Technology Inc.
Page
1 of 8
Spec. No.
SPI-50314
Rev.
D
Insider Trading
(HR-630)
writing, not limited to Internet bulletin boards, professional or social websites or
services, email messages, text messages, chat rooms, or the like, except as required in
the performance of regular corporate duties, and in accordance with an appropriate
nondisclosure agreement in accordance with SPI No. 45507.
If you receive a request for confidential information outside the ordinary course of
business from someone outside of the Company, you must consult HR-600
Confidentiality for more details.
3.4
Definition of Material Nonpublic Information.
3.4.1 “Material information” means information that a reasonable investor would be
substantially likely to consider important in deciding whether to buy, hold or
sell securities of the Company or view as significantly altering the total mix of
information available in the marketplace about the Company as an issuer of
the securities. In general, any information that could reasonably be expected
to affect the market price of a security is likely to be material. Either positive
or negative information may be material.
It is not possible to define all categories of “material” information. However,
some examples of information that could be regarded as material include, but
are not limited to:
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
financial results, key metrics, financial condition, earnings pre-
announcements, guidance, projections or forecasts, changes in
analyst’s estimates, particularly if inconsistent with the Company’s
guidance or the expectations of the investment community;
restatements of financial results, or material impairments, write-offs or
restructurings;
changes in independent auditors, or notification that the Company may
no longer rely on an audit report;
business plans or budgets;
creation of significant financial obligations, or any significant default
under or acceleration of any financial obligation;
data breaches or other cybersecurity events;
significant developments involving business relationships, including
execution, modification or termination of significant agreements or orders
with customers, suppliers, distributors, manufacturers or other business
partners;
significant information relating to the operation of products or services,
such as new products or services, major modifications or performance
issues, defects or recalls, significant pricing changes or other
announcements of a significant nature;
significant developments in research and development or relating to
intellectual property;
significant legal or regulatory developments, whether positive or
negative, actual or threatened, including litigation or resolving
litigation;
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k. major events involving the Company’s securities, including calls of
securities for redemption, adoption of stock repurchase programs, option
repricings, stock splits, changes in dividend policies, public or private
securities offerings, modification to the rights of security holders or
notice of delisting;
l.
significant corporate events, such as a pending or proposed significant
merger, joint venture or tender offer, a significant investment, the
acquisition or disposition of a significant business or asset or a change in
control of the Company;
m. major personnel changes, such as changes in senior management or
employee lay-offs;
n.
o.
financial liquidity problems, or possible bankruptcy;
updates regarding any prior material disclosure that has materially
changed; and
p.
the existence of a special blackout period.
3.4.2 “Material nonpublic information” means material information that is not
generally known or made available to the public. Even if information is widely
known throughout the Company, it may still be nonpublic. Generally, in order
for information to be considered public, it must be made generally available
through media outlets or filings with the U.S. Securities and Exchange
Commission.
After the public release by the Company of of what was previously material
nonpublic information, a reasonable period of time must elapse in order to
provide the public an opportunity to absorb and evaluate the information
provided. As a general rule, at least one full trading day shall pass after the
dissemination of information before being considered public.
If you think something might be material nonpublic information, you should
treat it as if it is. Please reach out to the Insider Trading Compliance Officer if
you have questions.
3.5
People Covered by this Policy
This Policy applies to you if you are a director, officer, employee, consultant,
contractor, agent or other service provider (for example, auditor or attorney) of the
Company, both inside and outside of the United States. For employees, reading and
complying with this Policy is a condition of employment.
This Policy also covers your immediate family members, persons with whom you share
a household, persons who are your economic dependents and any person or entity
whose transactions in securities you influence, direct or control. You are responsible
for making sure that these other individuals and entities comply with this Policy.
This Policy continues to apply after you leave the Company or are otherwise no longer
affiliated with or providing services to the Company, for as long as you remain in
possession of material nonpublic information. In addition, for employees that are Vice
Presidents and above, if you are subject to a trading blackout under this Policy at the
time you leave the Company, or for any employee that is subject to a special blackout
as described in Section 3.7.b you must abide by the applicable trading restrictions until
at least the end of the relevant blackout period.
3.6
Trading Covered by this Policy
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Except as discussed in Section 3.10 (Exceptions to Trading Restrictions), this
Policy applies to all transactions involving the Company’s securities or other
companies’ securities for which you possess material nonpublic information obtained
in connection with your service with the Company. This Policy applies to:
a. any purchase, sale, loan or other transfer or disposition of any equity securities
(including common stock, options, restricted stock units, warrants and preferred
stock) and debt securities (including debentures, bonds and notes) of the
Company and such other companies, whether direct or indirect (including
transactions made on your behalf by money managers);
b. any other arrangement that generates gains or losses from or based on changes in
the prices of such securities including derivative securities (for example, exchange-
traded put or call options, covered calls, swaps, caps and collars), hedging and
pledging transactions, short sales and certain arrangements regarding participation
in benefit plans; and
c. any offer to engage in the transactions discussed above.
3.7
Trading Restrictions
Subject to the exceptions set forth below, this Policy restricts trading during certain
periods and by certain people as follows:
a. Quarterly Blackout Periods. Except as discussed in Section 3.10 (Exceptions to
Trading Restrictions), all directors, officers and employees of the Company must
refrain from conducting transactions, whether directly or indirectly, involving the
Company’s securities during quarterly blackout periods. To the extent applicable to
you, quarterly periods also cover your immediate family members, persons with
whom you share a household, persons who are your economic dependents, and
any person or entity whose transactions in securities you influence, direct or
control.
Quarterly blackout periods typically start on the 20th day of the third month of
each fiscal quarter and will typically end at the start of the second full trading day
following the Company’s earnings release.
The prohibition against trading during the blackout period also means that you
cannot make gifts of Company securities, and brokers cannot fulfill open orders on
your behalf or on behalf of your immediate family members, persons with whom
you share a household, persons who are your economic dependents, or any person
or entity whose transactions in securities you influence, direct or control, during the
blackout period, including “limit orders” to buy or sell stock at a specific price or
better, and “stop orders” to buy or sell stock once the price of the stock reaches a
specified price.
You may not enroll in, or change your participation in, dividend reinvestment
programs (DRIP) during blackout periods or when otherwise in possession of
material nonpublic information.
If you are subject to blackout periods or pre-clearance requirements, you should so
inform any broker with whom such an open order is placed at the time it is placed.
b. Special Blackout Periods. The Company always retains the right to impose additional
or longer trading blackout periods at any time on any or all of its directors, officers,
employees, consultants, advisors, contractors, agents and other service providers.
The Insider Trading Compliance Officer or Stock Plan Manager will notify you if you
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are subject to a special blackout period. If you are notified that you are subject to a
special blackout period, you may not engage in any transaction of the Company’s
securities until the special blackout period has ended other than the transactions
that are covered by the exceptions in Section 3.10 below. You also may not disclose
to anyone else that the Company has imposed a special blackout period. To the
extent applicable to you, special blackout periods also cover your immediate family
members, persons with whom you share a household, persons who are your
economic dependents, and any person or entity whose transactions in securities
you influence, direct or control.
3.8
Prohibited Transactions
You may not engage in any of the following types of transactions other than as noted
below, regardless of whether you have material nonpublic information or not.
a. Short Sales. You may not engage in short sales (meaning the sale of a security
that must be borrowed to make delivery) or “sell short against the
box” (meaning the sale of a security with a delayed delivery) if such sales
involve the Company’s securities.
b. Derivative Securities and Hedging Transactions. You may not, directly or indirectly,
(a) trade in publicly-traded options, such as puts and calls, and other derivative
securities with respect to the Company’s securities (other than stock options,
restricted stock units and other compensatory awards issued to you by the
Company) or (b) purchase financial instruments (including prepaid variable forward
contracts, equity swaps, collars and exchange funds), or otherwise engage in
transactions, that hedge or offset, or are designed to hedge or offset, any decrease
in the market value of equity securities either (i) granted to you by the Company as
part of your compensation or (ii) held, directly or indirectly, by you.
c. Pledging Transactions. You may not pledge the Company’s securities as
collateral for any loan or as part of any other pledging transaction.
d. Margin Accounts. You may not hold the Company’s common stock in margin
accounts as they can result in trades during blackout periods.
e. Automatic Transactions. Automatic sale programs, except with respect to certain trading
plans under Rule 10b5-1(c), or those programs listed in Section 3.10, must be avoided as
they can result in trades during blackout periods.
3.9
Pre-clearance of Trades
The Company’s non-employee directors, Section 16 officers, and others that have been
notified, must obtain pre-clearance prior to trading the Company’s securities. If you are
subject to pre-clearance requirements, you should submit a pre-clearance request via
email to the Insider Trading Compliance Officer prior to your desired trade date. The
person requesting pre-clearance may not be in possession of material nonpublic
information about the Company. The Insider Trading Compliance Officer is under no
obligation to approve a transaction submitted for pre-clearance and may determine not
to permit the transaction.
If the Insider Trading Compliance Officer is the requester, then the Company’s Chief
Executive Officer, or their delegate, must pre-clear or deny any trade. All trades must
be executed within five business days of any pre-clearance.
Even after preclearance, a person may not trade the Company’s securities if they
become subject to a blackout period or aware of material nonpublic information prior
to the trade being executed.
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From time to time, the Company may identify other persons who should be subject to
the pre-clearance requirements set forth above.
3.10 Exceptions to Trading Restrictions
There are no unconditional “safe harbors” for trades made at particular times, and all
persons subject to this Policy should exercise good judgment at all times. Even when a
quarterly blackout period is not in effect, you may be prohibited from engaging in
transactions involving the Company’s securities because you possess material
nonpublic information, are subject to a special blackout period or are otherwise
restricted under this Policy.
The following are certain limited exceptions to the blackout period restrictions
imposed by the Company under this Policy:
a. stock option exercises where the purchase of stock options is paid in cash and
shares continue to be held by the option holder after the exercise is finalized;
b. receipt and vesting of stock options, RSUs, restricted stock or other equity
compensation awards from the Company;
c. purchases from the employee stock purchase plan; however, this exception does
not apply to subsequent sales of the shares;
d. net share withholding of equity awards where shares are withheld by the Company in
order to satisfy tax withholding requirements, so long as you are not in possession of
material nonpublic information at the time the election is made or modified;
e. sell to cover transactions, to the extent approved and implemented by the
Company, where shares are withheld by the Company upon vesting of equity
awards and sold in order to satisfy tax withholding requirements; however, this
exception does not apply to any other market sale for the purposes of paying
required withholding;
f. trades made pursuant to a valid 10b5-1 trading plan approved by the Insider
Trading Compliance Officer and which the Insider Trading Compliance Officer of the
Company has received a copy within a reasonable amount of time in advance of any
trade contemplated under such a trading plan;
g. changes in form of ownership, for example, a transfer from your individual
ownership to a trust for which you are the trustee;
h. changes in the number of the Company’s securities you hold due to a stock split
or a stock dividend that applies equally to all securities of a class, or similar
transactions; and
i. distributions to limited partners by limited partnerships subject to this Policy
Please be aware that even if a transaction is subject to an exception to this Policy, you
will need to separately assess whether the transaction complies with applicable law.
The limited exceptions set forth in this Section are exceptions to the pre-clearance
requirements of this Policy; therefore, if you are subject to the pre-clearance
requirements of this Policy, then you do not need to pre-clear the transactions
described above with the Insider Trading Compliance Officer. Any other Policy
exceptions must be approved by the Insider Trading Compliance Officer.
3.11 Section 16 Compliance
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All of the Company’s section 16 officers and directors and certain other individuals are
required to comply with Section 16 of the Securities and Exchange Act of 1934 and
related rules and regulations which set forth reporting obligations, limitations on “short
swing” transactions, which are certain matching purchases and sales of the Company’s
securities within a six-month period, and limitations on short sales.
To ensure transactions subject to Section 16 requirements are reported on time, each
person subject to these requirements must provide the Investor Relations Manager
with detailed information (for example, trade date, number of shares, exact price,
etc.) about his or her transactions involving the Company’s securities.
The Company is available to assist in filing Section 16 reports, but the obligation to
comply with Section 16 is personal. If you have any questions, you should check with
the Investor Relations Manager or the Insider Trading Compliance Officer.
3.12 Violations of this Policy
To report any violations or suspected violations of this Policy, please contact the Stock
Plan Administrator, Microchip’s General Counsel or the Insider Trading Compliance
Officer.
Company directors, officers, employees, consultants, advisors, contractors, agents and
other service providers who violate this Policy will be subject to appropriate disciplinary
action by the Company, which may include ineligibility for future Company equity or
incentive programs or termination of employment or an ongoing relationship with the
Company. The Company has full discretion to determine whether this Policy has been
violated based on the information available.
There can also be serious legal consequences for individuals who violate insider trading
laws, including large criminal and civil fines, significant imprisonment terms and
disgorgement of any profits gained or losses avoided. You may also be liable for
improper securities trading by any person (commonly referred to as a “tippee”) to
whom you have disclosed material nonpublic information that you have learned
through your position at the Company or made recommendations or expressed
opinions about securities trading on the basis of such information.
Please consult with your personal legal and financial advisors as needed. Note that the
Company’s legal counsel, both internal and external, represent the Company and not
you personally. There may be instances where you suffer financial harm or other
hardship or are otherwise required to forego a planned transaction because of the
restrictions imposed by this Policy or under securities laws. If you were aware of the
material nonpublic information at the time of the trade, it is not a defense that you did
not “use” the information for the trade.
Personal financial emergency or other personal circumstances are not mitigating
factors under securities laws and will not excuse your failure to comply with this Policy.
In addition, a blackout or trading-restricted period will not extend the term of your
options.
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As a consequence, you may be prevented from exercising your options by this Policy
or as a result of a blackout or other restriction on your trading, and as a result your
options may expire by their term. It is your responsibility to manage your economic
interests and to consider potential trading restrictions when determining whether to
exercise your options. In such instances, the Company cannot extend the term of your
options and has no obligation or liability to replace the economic value or lost benefit
to you.
3.13 Protected Activity Not Prohibited
Nothing in this Policy, or any related guidelines or other documents or information
provided in connection with this Policy, shall in any way limit or prohibit you from
engaging in any protected activities, not limited to those set forth in the Company’s
Reporting Legal Non-Compliance Policy (HR-675, SPI 50315), as amended from time to
time.
3.14 Reporting
If you are an employee and have traded during the blackout window other than as
allowed in Section 3.10 (Exceptions to Trading Restrictions), Please immediately notify
the Stock Plan Administrator.
If you believe someone is violating this Policy or otherwise using material nonpublic
information that they learned through their position at the Company to trade
securities, you should report it Insider Trading Compliance Officer who is the Chief
Financial Officer, or the General Counsel. If you believe that the Chief Financial Officer
or General Counsel is using material nonpublic information that they learned through
their position at the Company to trade securities, you should send a copy of your
concern to the Chair of the Audit Committee. Please see HR-675 Reporting Legal Non-
Compliance, Section 2.0 for contact information.
3.15 Amendments
The Company reserves the right to amend this Policy at any time, for any reason,
subject to applicable laws, rules and regulations, and with or without notice, although it
will attempt to provide notice in advance of any change.
4.0
REFERENCE DOCUMENTS:
4.1
4.2
4.3
Confidentiality (HR-600)
Confidentiality Agreement (SPI-45507)
Reporting Legal Non-Compliance Policy (HR-675, SPI-50315)
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Exhibit 19.2
REQUIREMENTS FOR 10b5-1 TRADING PLANS
For transactions under a 10b5-1 trading plan adopted on or after February 27, 2023 to be exempt from
(A) the prohibitions in the Company’s Insider Trading Policy (the “Policy”) of Microchip Technology Incorporated
(together with any subsidiaries, collectively the “Company”) with respect to transactions made while aware of
material nonpublic information and (B) the pre-clearance procedures and blackout periods established under the
Policy, the trading plan must comply with the affirmative defense set forth in Exchange Act Rule 10b5-1 and must
meet the following requirements:
1. The trading plan must be in writing and signed by the person adopting the trading plan, the broker,
and the Insider Trading Compliance Officer or their designee. The Company Stock Plan Manager and Investor
Relations Manager must promptly receive copies of any executed trading plan or termination.
2. The trading plan must be adopted at a time when:
a.
b.
the person adopting the trading plan is not aware of any material nonpublic information;
and
there is no quarterly, special or other trading blackout in effect with respect to the person
adopting the plan.
3. The trading plan must be entered in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1, and the person adopting the trading plan must act in good faith with respect to the
trading plan.
4. The trading plan must include representations that, on the date of adoption of the trading plan, the
person adopting the trading plan:
a.
is not aware of material nonpublic information about the securities or the Company; and
b.
is adopting the trading plan in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1.
5. The person adopting the trading plan may not have entered into a hedging transaction or position
with respect to the securities subject to the trading plan as such transactions are prohibited by the Policy.
6. The first trade under the trading plan may not occur until the expiration of a cooling-off period
consisting of the later of (a) 90 calendar days after the adoption of the trading plan and (b) the third business day
after the filing by the Company of its financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter
in which the trading plan was adopted (but, in any event, this required cooling-off period imposed by Microchip is
subject to a maximum of 120 days after adoption of the trading plan; however, the person adopting the trading
plan may choose to have the initial trade take place after the end of a longer cooling off period.).
7. The trading plan must have a minimum term of one year (starting from date of adoption of the
trading plan).
8.
The person adopting the trading plan may not have an outstanding (and may not subsequently enter
into any additional) Microchip trading plan except as permitted by Rule 10b5-1. For example, as contemplated by
Rule 10b5-1, a person may adopt a new trading plan before the scheduled termination date of an existing trading
plan, so long as the first scheduled trade under the new trading plan does not occur prior to the last scheduled
trade(s) of the existing trading plan and otherwise complies with these guidelines. Termination of the existing
trading plan prior to its scheduled termination date may impact the timing of the first trade or the availability of
the affirmative defense for the new trading plan; therefore, persons adopting a new trading plan are advised to
exercise caution and must consult with the Insider Trading Compliance Officer or their designee prior to the early
termination of an existing trading plan.
Rev. 2023.03.29
9. Any modification or change to the amount, price or timing of transactions under the trading plan is
deemed a termination of the trading plan, and the adoption of a new trading plan (“Modification”). Therefore, a
Modification is subject to the same conditions as a new trading plan as set forth in Sections 1 through 8 herein.
10. Within the one year preceding the adoption or a Modification of a trading plan, a person may not
have otherwise adopted or done a Modification to a plan more than once.
11. A person may adopt a trading plan designed to cover a single trade only once in any consecutive 12-
month period except as permitted by Rule 10b5-1.
12. If the person that adopted the trading plan terminates the plan prior to its stated duration, it is
recommended that he or she not trade in the Company’s securities until after the expiration of 30 calendar days
following termination, and then only in accordance with the Policy.
13. The Company must be promptly notified in advance of any Modification or termination of the trading
plan being effected. The Company must be promptly notified of any suspension of trading under the trading plan.
14. The Company must have authority to require the suspension or cancellation of the trading plan as
appropriate.
15. If the trading plan grants discretion to a stockbroker or other person with respect to the execution of
trades under the trading plan:
a.
b.
trades made under the trading plan must be executed by someone other than the
stockbroker or other person that executes trades in other securities for the person adopting
the trading plan;
the person adopting the trading plan may not confer with the person administering the
trading plan regarding the Company or its securities; and
16.
The person administering the trading plan must provide prompt notice to the Company of the
execution of a transaction pursuant to the plan.
17.
All transactions under the trading plan must be in accordance with applicable law.
18. The trading plan (including any Modification) must meet such other requirements as the Insider
Trading Compliance Officer may determine.
-2-
MICROCHIP TECHNOLOGY INCORPORATED
LIST OF SIGNIFICANT SUBSIDIARIES
Exhibit 21.1
Entity Name
MBarb Malta Limited
Microchip Technology LLC
Microsemi Corp. – Holding
Microsemi Corp. – Holding 2
Microsemi Corporation
Microsemi SoC Corp.
Microchip Communications, LLC
Microsemi Storage Solutions, Inc.
Microchip Malta BMD Limited
Microchip Technology Ireland Limited
Microchip Technology Malta Limited
Microchip Technology Caldicot Limited
Microsemi IOM Limited
Microchip Technology (Thailand) Co. Ltd.
Microsemi Solutions Sdn. Bhd.
Jurisdiction of Incorporation
Malta
USA (Delaware)
Cayman Islands
Cayman Islands
USA (Delaware)
USA (California)
USA (Delaware)
USA (Delaware)
Ireland
Ireland
Ireland
United Kingdom
Isle of Mann
Thailand
Malaysia
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.1
We consent to the incorporation by reference in the following Registration Statements:
(1) Form S-8 No. 33-59686,
(2) Form S-8 No. 33-80072,
(3) Form S-8 No. 33-81690,
(4) Form S-8 No. 33-83196,
(5) Form S-8 No. 333-00872,
(6) Form S-8 No. 333-40791,
(7) Form S-8 No. 333-93571,
(8) Form S-8 No. 333-51322,
(9) Form S-8 No. 333-73506,
(10) Form S-8 No. 333-99655,
(11) Form S-8 No. 333-103764,
(12) Form S-8 No. 333-109486,
(13) Form S-8 No. 333-119939,
(14) Form S-8 No. 333-140773,
(15) Form S-8 No. 333-149460,
(16) Form S-8 No. 333-177889,
(17) Form S-8 No. 333-192273,
(18) Form S-8 No. 333-197233,
(19) Form S-8 No. 333-206210,
(20) Form S-8 No. 333-213062,
(21) Form S-8 No. 333-221420,
(22) Form S-8 No. 333-225257,
(23) Form S-8 No. 333-236250, and
(24) Form S-8 No. 333-262497
of our reports dated May 25, 2023 with respect to the consolidated financial statements of Microchip Technology
Incorporated, and the effectiveness of internal control over financial reporting of Microchip Technology
Incorporated, included in this Annual Report (Form 10-K) of Microchip Technology Incorporated for the year ended
March 31, 2023.
/s/ Ernst & Young LLP
Phoenix, Arizona
May 25, 2023
CERTIFICATION
Exhibit 31.1
I, Ganesh Moorthy, certify that:
1.
2.
3.
4.
I have reviewed this Form 10-K of Microchip Technology Incorporated;
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;
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;
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)
(b)
(c)
(d)
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;
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;
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
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.
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)
(b)
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
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.
May 25, 2023
/s/ Ganesh Moorthy
Ganesh Moorthy
President, Chief Executive Officer, and Director
CERTIFICATION
Exhibit 31.2
I, J. Eric Bjornholt, certify that:
1.
2.
3.
4.
I have reviewed this Form 10-K of Microchip Technology Incorporated;
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;
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;
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)
(b)
(c)
(d)
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;
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;
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
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.
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)
(b)
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
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.
May 25, 2023
/s/ J. Eric Bjornholt
J. Eric Bjornholt
Senior Vice President and Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32
I, Ganesh Moorthy, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that the Annual Report of Microchip Technology Incorporated on Form 10-K for the period ended March 31, 2023
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information
contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of
Microchip Technology Incorporated.
/s/ Ganesh Moorthy
President, Chief Executive Officer, and Director
By:
Name: Ganesh Moorthy
Title:
Date: May 25, 2023
I, J. Eric Bjornholt, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that the Annual Report of Microchip Technology Incorporated on Form 10-K for the period ended March 31, 2023
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information
contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of
Microchip Technology Incorporated.
/s/ J. Eric Bjornholt
Senior Vice President and Chief Financial Officer
By:
Name: J. Eric Bjornholt
Title:
Date: May 25, 2023