Microchip

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, 2024
OR
☐    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to __________
Commission File Number 0-21184
 
MICROCHIP TECHNOLOGY INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware
86-0629024
(State or Other Jurisdiction of Incorporation or
Organization)
(IRS Employer Identification No.)
2355 W. Chandler Blvd., Chandler, AZ  85224-6199
(Address of Principal Executive Offices, Including Zip Code)
(480) 792-7200
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per Share
MCHP
NASDAQ Stock Market LLC
(Nasdaq Global Select Market)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☒
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
☒
Accelerated filer
☐
Non-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, 2023 based upon the closing price of the common
stock as reported by the NASDAQ Global Market on such date was approximately $41.4 billion.
Number of shares of Common Stock, $0.001 par value, outstanding as of May 16, 2024: 536,885,996 shares
Documents Incorporated by Reference
Document
Part of Form 10-K
Annual Report on Form 10-K for the fiscal year ended March 31, 2023
II
Proxy Statement for the 2024 Annual Meeting of Stockholders
(will be filed within 120 days after the end of the fiscal year to which this report
relates)
III

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
FORM 10-K
TABLE OF CONTENTS
Page
PART I
Item 1.
Business
4
Item 1A.
Risk Factors
12
Item 1B.
Unresolved Staff Comments
38
Item 1C.
Cybersecurity
38
Item 2.
Properties
41
Item 3.
Legal Proceedings
41
Item 4.
Mine Safety Disclosures
41
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
42
Item 6.
[Reserved]
43
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
44
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
57
Item 8.
Financial Statements and Supplementary Data
57
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
57
Item 9A.
Controls and Procedures
57
Item 9B.
Other Information
59
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
59
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
60
Item 11.
Executive Compensation
60
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
60
Item 13.
Certain Relationships and Related Transactions, and Director Independence
61
Item 14.
Principal Accountant Fees and Services
61
PART IV
Item 15.
Exhibits and Financial Statement Schedules
62
Item 16.
Form 10-K Summary
62
Exhibit Index
63
Signatures
67
Power of Attorney
68
2

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
Defined Terms
Term
Definition
4.333% 2023 Notes
2023 Senior Unsecured Notes, matured on June 1, 2023
2.670% 2023 Notes
2023 Senior Unsecured Notes, matured on September 1, 2023
0.972% 2024 Notes
2024 Senior Unsecured Notes, matured on February 15, 2024
0.983% 2024 Notes
2024 Senior Unsecured Notes, maturing on September 1, 2024
4.250% 2025 Notes
2025 Senior Unsecured Notes, maturing on September 1, 2025
5.050% 2029 Notes
2029 Senior Unsecured Notes, maturing on March 15, 2029
2015 Senior Convertible Debt
2015 Senior Convertible Debt, maturing on February 15, 2025
2017 Senior Convertible Debt
2017 Senior Convertible Debt, maturing on February 15, 2027
2020 Senior Convertible Debt
2020 Senior Convertible Debt, maturing on November 15, 2024
2017 Junior Convertible Debt
2017 Junior Convertible Debt which was fully settled in May 2023
2025 Term Loan Facility
$750.0 million term loan facility created pursuant to the amended Credit Agreement
ASU
Accounting Standards Update
ASU 2020-06
ASU 2020-06 - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in
Entity's Own Equity
CEMs
Client engagement managers
CHIPS Act
CHIPS and Science Act of 2022
Commercial Paper
Short-term unsecured promissory notes, of up to $2.75 billion outstanding at any one time
Convertible Debt
2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt, and 2017 Junior
Convertible Debt prior to the May 2023 settlement
Credit Agreement
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, as amended by the
First Incremental Term Loan Amendment, dated as of August 31, 2023
EAR
Export Administration Regulation
EEPROM
Electrically erasable programmable read only memory
EERAM
Electrically erasable random access memory
ESEs
Embedded solutions engineers
ESG
Environmental, social and governance
EURIBOR
Euro Interbank Offered Rate
Exchange Act
Securities Exchange Act of 1934, as amended
FASB
Financial Accounting Standards Board
FPGA
Field-programmable gate array
LTSAs
Long-term supply agreements
OEMs
Original equipment manufacturers
PSUs
RSUs with a market condition or a performance condition, and a service condition
R&D
Research and development
Revolving Credit Facility
$2.75 billion revolving credit facility created pursuant to the Credit Agreement
RF
Radio frequency
ROU
Right-of-use
RSUs
Restricted stock units
SEC
U.S. Securities and Exchange Commission
Senior Credit Facilities
Revolving Credit Facility and 2025 Term Loan Facility
Senior Indebtedness
Revolving Credit Facility, 2025 Term Loan Facility, Commercial Paper, 4.333% 2023 Notes, 2.670% 2023 Notes,
0.972% 2024 Notes, 0.983% 2024 Notes, 4.250% 2025 Notes, and 5.050% 2029 Notes
Senior Notes
4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, 4.250% 2025 Notes, and 5.050%
2029 Notes
SiC
Silicon Carbide
SRAM
Static random access memory
SOFR
Secured Overnight Financing Rate
SONIA
Sterling Overnight Index Average
TCJA
Tax Cuts and Jobs Act of 2017
U.S. GAAP
U.S. Generally Accepted Accounting Principles
Certain terms used within this Form 10-K are defined in the above table.
(1)
(1) 
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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 offers 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.
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: 
•
differentiate their products
•
replace less efficient electromechanical control devices
•
reduce the number of components in their system
•
add product functionality
•
reduce the system level energy consumption
•
make systems safer to operate
•
reduce the consumption of natural resources
•
add security to their products
•
decrease time to market for their products
•
significantly reduce product cost
Embedded control systems have been incorporated into thousands of products and subassemblies in a wide variety of applications and markets worldwide,
including:
•
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
•
data center solutions
•
defense and military hardware
•
electric vehicles
•
handheld tools
•
home and building automation
•
industrial automation
•
large and small home appliances
•
medical devices
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•
motor controls
•
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
•
wireless communication
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.
 
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 FPGAs also include a mixed-
signal microcontroller or microprocessor core to provide additional system on chip functionality to compute intensive tasks. Microprocessors integrate 32-bit (or
above) central processing units (CPUs) with various high performance peripherals, such as communications and graphics, and execute code from external
memory, typically dynamic random access memory.
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.  
 
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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 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.
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 companies that outsourced all or substantial portions
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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 2024, we reduced wafer starts in Fab 2 to decrease production to be more in line with demand for our products. Fab 2 continues to add
additional process technologies, implement process improvements, upgrade existing equipment, and add equipment to support future demand.
 
Fab 4 currently produces 8-inch wafers using predominantly 0.13 microns to 0.5 microns manufacturing processes. 
While select investments are still being made, in the fourth quarter of fiscal 2024, we paused most of our multi-year $800 million expansion and capital equipment
investment plan at Fab 4. We plan to resume our expansion efforts to increase Fab 4's capacity as the business outlook improves. 
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. While select investments are still being made, in the fourth quarter of fiscal 2024, we paused most of
our expansion activity. We plan to resume our expansion efforts as the business outlook improves.
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. In light of the current macroeconomic environment, we have paused capacity expansion while continuing new technology implementation in
all three facilities.
As a result of our prior acquisition activity, 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.
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,
including all of our 300mm wafer requirements and some of our 200mm and 150mm specialty process technologies. In fiscal 2024, approximately 64% 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 2024, we increased capacity and capabilities at our Thailand
and Philippines facilities to support more technologies by making process improvements, upgrading existing equipment, and adding equipment. During fiscal
2024, approximately 59% of our assembly requirements were being performed in our internal facilities and approximately 71% 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
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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 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 each of fiscal 2024 and fiscal 2023, we derived 47% of our net sales through distributors compared to 53% of our net sales from customers serviced directly
by us. With the exception of Arrow Electronics, our largest distributor, which made up 12% and 11% of our net sales, in fiscal 2024 and in fiscal 2023, respectively,
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
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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
•
memory density
•
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: 
•
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
•
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 2024 through 2043.  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 semiconductor 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.
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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 products and manufacturing processes.  Our waste disposal programs in our facilities have been designed to comply with these
regulations and we believe that our activities are conducted in material compliance with such regulations. However, 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 22,300 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. Our culture is centered 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 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, 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. To assess and improve employee engagement, we conduct our annual
employee engagement survey, which is administered in a manner that allows employees to respond confidentially. The survey solicits feedback on a variety of
factors, including engagement, culture, leadership, continuous improvement, collaboration, work environment, and ethics.
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.
To support employee development, we provide opportunities to learn on-the-job through training courses, targeted development programs, mentoring and
peer coaching, and ongoing feedback. We have a library of live and on-demand learning experiences. We create learning paths focused on our most common
development needs and regularly upgrade our offerings to help ensure that our employees are exposed to current content. We offer tuition reimbursement
programs to
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subsidize educational programs and advanced certifications. We have an employee resource group for women and one for employees from traditionally
underrepresented groups in order to support readiness for future advancement.
Compensation Programs
We strive to provide competitive pay and benefits, that help meet the varying needs of our employees and encourage employees to be shareholders in
Microchip through our various equity incentive plans. 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. Benefit programs include 401(k) programs in the U.S., and statutory pension
programs outside the U.S. Microchip has multiple equity programs in place including restricted stock unit awards and employee stock purchase plans that align
employee interests with those of our shareholders.
Executive Officers of the Registrant
The following sets forth certain information regarding our executive officers as of April 30, 2024:
Name
Age
Position
Ganesh Moorthy
64
President, Chief Executive Officer, and Director
Steve Sanghi
68
Executive Chair
Richard J. Simoncic
60
Chief Operating Officer
J. Eric Bjornholt
53
Senior Vice President and Chief Financial Officer
Stephen V. Drehobl
62
Senior Vice President, MCU8 and MCU16 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 served on the Board of Directors of Rogers Corporation from July 2013 to January 2024
and also served on the Audit Committee of the Board and as the Nominating, Governance and Sustainability Committee Chairperson. Mr. Moorthy was elected to
the Board of Directors of Celanese Corporation in December 2023 and serves on the Audit Committee and as the Nominating and Corporate 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.
Mr. Simoncic was promoted to Chief Operating Officer on April 1, 2024 and served as Executive Vice President Analog Power and Interface Business Unit
from April 2023 to April 2024; as Senior Vice President, Analog Power and Interface Business Units from February 2019 to April 2023; and as Vice President,
Analog Power and Interface Business Units from September 1999 to February 2019. 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.
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
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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. In April
2024, Mr. Drehobl notified us of his decision to retire from Microchip effective June 7, 2024.
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: 
•
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
•
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 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;
•
the impact of the effects of sustained adverse climate change on our operations;
•
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;
•
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.
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Risks Related to Cybersecurity, Products, Privacy, Intellectual Property, and Litigation
•
interruptions in and unauthorized access to our IT systems and security breaches or incidents impacting our systems, or data that we or our service
providers maintain or otherwise process;
•
exposure of our customers' business and proprietary confidential information due to security vulnerabilities of our products;
•
risks related to use of artificial intelligence (AI);
•
risks related to compliance with laws and regulations regarding privacy, data protection and cybersecurity;
•
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
•
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 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;
•
failure to meet ESG expectations, standards or disclosure requirements;
•
impact regarding the responsible use of our technologies; and
•
requirement to fund our foreign pension plans.
Risks Related to Capitalization and Financial Markets
•
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:
•
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;
•
the level of order cancellations or push-outs due to uncertain economic conditions or other factors;
•
disruptions in our business, our supply chain or our customers' businesses due to public health concerns (including viral outbreaks and pandemics),
cybersecurity incidents, terrorist activity, armed conflict, war (including military conflict in the Middle East and Russia's invasion of Ukraine), worldwide
oil prices and supply, fires, natural disasters or disruptions in the transportation system;
•
changes in demand or market acceptance of our products and products of our customers, and market fluctuations in the industries into which such
products are sold;
•
levels of inventories held by our customers and the customers of our distributors;
•
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;
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•
trade restrictions and increase in tariffs, including those on business in China, or focused on specific companies;
•
increased costs and availability of raw materials, supplies, equipment, utilities, labor, and/or subcontracted services for wafers, assembly and test;
•
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;
•
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 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 acquisitions,
customers or other issues; and
•
property damage or other losses, whether or not covered by insurance.
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 enactment of broad sanctions against the U.S. by other countries, public health concerns, industry work stoppages or other
factors, may adversely impact their financial viability. The financial decline 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 favorable 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
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increased prices at certain suppliers for certain materials required for production purposes. However in fiscal 2024, the pricing environment stabilized compared to
the two prior fiscal years. 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 public health concerns, 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 our 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 public health concerns 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 Russia, Belarus and Ukraine and to customers that sell into these countries, 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. Further,
because we do not support the actions of Russia against Ukraine, in March 2022 we stopped selling products to customers and distributors located in Russia and
Belarus.
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, 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 2024 and fiscal 2023, approximately 64%
and 63%, 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 2024, approximately 41% of our assembly requirements and 29% of our test requirements were
performed by third-party contractors compared to approximately 41% of our assembly requirements and 33% of our test requirements during fiscal 2023. 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. As product demand softened in fiscal 2024, we took actions to selectively reduce our purchases from foundries. In the event of future increases in
demand, 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 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
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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 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 have applied 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. If we do receive a CHIPS Act grant, the restrictions and operational requirements that are
imposed on CHIPS Act grant recipients could add complexity to our operations and increase our costs.
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 such as political upheaval, infrastructure disruption or pandemics. 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 2024, approximately 75% of our net sales were made to foreign
customers, including 18% in China, 12% in Taiwan and 10% in Germany. During fiscal 2023, approximately 78% of our net sales were made to foreign customers,
including 21% in China and 14% 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 through the first half of calendar 2023. In fiscal 2024,
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 lockdowns 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 has resulted in lower demand for our products, which has adversely impacted our revenue in recent quarters and, if such conditions
continue, it 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.
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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:
•
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;
•
potentially adverse tax consequences;
•
import and export license requirements and restrictions;
•
changes in laws related to taxes, trade, environmental, health and safety, technical standards, climate change, 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 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 had
been strong in fiscal 2022, fiscal 2023 and the first half of fiscal 2024, due to favorable business conditions and the impact of our Preferred Supply Program and
our LTSAs, the business conditions that led us to implement the Preferred Supply Program changed and, as a result, on February 1, 2024, we discontinued the
Preferred Supply Program for new orders. This change in our Preferred Supply Program does not impact our LTSAs. With the cancellation of the Preferred Supply
Program, turns orders are once again key 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 has in the past and may in the future decrease in periods where customers are holding excess inventory of our products. Our customers may have
increased their order levels in previous periods of tight supply 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 original
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Preferred Supply Program, customers were expected to place 12 months of orders, which could not be cancelled or rescheduled by the customer except in the
event of price increases. In August 2023, we modified our Preferred Supply Program to allow orders for six months of continuous backlog, and those orders could
be cancelled or rescheduled if our planned delivery date was greater than six months from the request date. The capacity priority under the Preferred Supply
Program began for shipments in July 2021, and ended upon delivery of orders that were placed under the Preferred Supply Program prior to February 1, 2024.
The Preferred Supply Program and the LTSAs are not a guarantee of supply; however, they were designed to provide the highest priority for those orders which
are under these programs, and the capacity priority was on a first-come, first-served basis until the available capacity was booked. A significant portion of our
backlog was booked under these programs while the programs were in effect. There can be no assurance that these programs will continue to be successful or
that they will provide the benefits we expect to our business. For example, in the fourth quarter of fiscal 2023 and in fiscal 2024, we 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 we decide to not accommodate a request to push out orders and customers under these programs still attempt to cancel or reschedule
orders, or refuse shipment, we may have to take legal or other action to enforce the terms of the 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, these programs have resulted in some customers holding excess inventory of our products and thus decreased their need to place new orders,
including turns orders, in recent 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, including to try to
disrupt the U.S. semiconductor industry. 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:
•
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
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selling prices due to increased pricing pressure, including as a result of actions taken by foreign governments such as China to favor companies located in their
own country, 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 circuit 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 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 2024, we operated at below normal capacity levels resulting in unabsorbed capacity charges of $40.7 million. In
fiscal 2023, we operated at or above normal capacity levels.
We may not be able to achieve expected returns from our planned capacity expansions.
In fiscal 2023, we announced our intent to expand our production capacity in the U.S. While select investments are still being made, due to weak business
conditions, in the fourth quarter of fiscal 2024, we paused most of our multi-year $800 million expansion and capital equipment investment plan at Fab 4 in
Gresham, Oregon and paused our $880 million silicon carbide (SiC) and silicon production capacity expansion at Fab 5 in Colorado Springs, Colorado.
These expansion projects subject us to a number of risks, including the following:
•
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;
•
slowing macroeconomic business conditions;
•
growth in our inventories;
•
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 commencement, completion and ramping of expanded production facilities, or failure to optimize our investment choices, or increased costs
could significantly adversely impact our ability to realize expected returns on our capital expenditures. Changes in laws or rulemaking in jurisdictions where we
have planned expansion may cause us to reconsider the location or size of such expansion plans. For example, Regulation 27, a recently adopted rule in
Colorado requires companies to significantly reduce greenhouse gas emissions in a short timeframe. Because we have contractual obligations to certain
customers to assess the impact that manufacturing process changes may have on the products that we provide to such customers, we have to take a measured
approach when implementing changes to our facilities, manufacturing processes, and manufacturing inputs. We have designed our Colorado expansion plan to
meet the requirements of Regulation 27. Further adverse impacts to our construction projects could negatively impact our ability to reduce costs or meet customer
demand. If we do receive government incentives through the CHIPS Act, or through foreign, state, and local grants, the restrictions and operational requirements
that are associated with such grants could add complexity to our operations and increase our costs. With regard to the CHIPS Act, we have signed a non-binding
Preliminary Memorandum of Terms to receive a grant under the CHIPS Act for modernization and expansion of our Colorado Springs, Colorado facility and
expansion of our Gresham, Oregon facilities. These preliminary terms are subject to a comprehensive due diligence process and continued negotiation and
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review and ultimately may not result in us receiving CHIPS Act funding. Our failure to conclude definitive agreements for any reason and receive final awards
could make it more difficult to meet the requirements of Regulation 27, and could create a negative perception or reputational concern with respect to us and our
business. 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, public health conditions or trade tensions) and our acquisition activity 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, 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 fourth quarter of fiscal 2023 and in fiscal 2024, and adversely impacted our revenue in recent periods. Consistent with the slowing
macroeconomic environment, and the growth in our inventory, we have paused most of our factory expansion actions and reduced our planned capital
investments through fiscal 2025. 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 each of fiscal 2024 and fiscal 2023. With the exception of certain orders placed
under our original Preferred Supply Program (which has been discontinued for new orders effective February 1, 2024) 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.
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 the fourth quarter of fiscal 2023 and in fiscal 2024, 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 have incurred 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:
•
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
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•
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, adverse changes in climate, or fires, earthquakes, 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 or other public health issues 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 or cease operations at any of our facilities, 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 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. For more
information on adverse climate change see our risk "Sustained adverse climate change poses risks that could harm our results of operations" on page 34.
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:
•
proper identification of licensee requirements;
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•
timely development and introduction of new or enhanced technology;
•
our ability to protect and enforce our intellectual property rights for our licensed technology, 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
•
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 have resulted and 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.
Sales into governmental projects, and compliance with associated regulations, could have a material adverse effect on our results of operations.
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, or the impact of pandemics. 
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 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.
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, in the future, 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), 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. 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
Certifications that we may not meet, or may choose not to meet. We are also required to have facility
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security clearances to perform classified contracts and to build and sell classified products for U.S. governmental agencies. These clearances are subject to the
requirements and regulations including the National Industrial Security Program Operating Manual that governs the protection of classified information released or
disclosed in connection with the performance of classified government contracts. 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. The increased cost of compliance may adversely
affect our operating results. Any failure to comply with these requirements and regulations may result in fines and penalties, or loss of current or future business
including our ability to continue as a supplier to U.S. governmental agencies and its contractors and 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 and its associated
regulations, for example, may contain certain restrictions on grant recipient technology licensing activities and the expansion of certain facilities. Compliance with
these restrictions could add complexity to our operations and increase our costs. In addition, 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 may in the future be subject to claims from terminated employees,
stockholders 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.
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, issuing Commercial Paper, 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
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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 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, 2024, we had goodwill of $6.68 billion and net intangible assets of $2.78 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.  Through March 31, 2024, we have never
recorded a goodwill impairment charge. There were no material intangible asset impairment charges in fiscal 2024 or in fiscal 2023. 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.
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 impact 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
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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 and available labor may intensify 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. Also, long-term labor
conditions may intensify 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.
Risks Related to Cybersecurity, Products, 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, security breaches or incidents
impacting our systems or data that we or our service providers maintain or otherwise process, 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, any that may relate to new system implementations, computer viruses, security breaches or
incidents, cyber-attacks, ransom-style attacks, theft or tampering, inadvertent error, facility issues, natural disasters, terrorism, war, telecommunication failures or
energy blackouts, security breaches or incidents in our customers’ or third-party providers’ networks, in third-party products we use, or in cloud-based services
provided to, by, or enabled by us, or any perception any of the foregoing has occurred, could have a material adverse impact on our business, operations, supply
chain, sales and operating results, result in regulatory inquiries, investigations or other proceedings against us, result in claims, demands and litigation against us,
or damage our reputation.  Such improper handling of confidential data, or system or network disruption, or any cyber-attack or other means of effectuating a
security breach or incident, could result in loss, unavailability, an unauthorized release of, or other unauthorized use or processing of, personal data, or our
suppliers’ or our customers’ intellectual property or confidential, proprietary or sensitive information. Any such matter, or any perception that it has occurred, 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, and may result
in regulatory investigations, inquiries or other proceedings, enforcement actions, remediation obligations, claims for damages, litigation, and fines, penalties,
damages, other liabilities, and other sanctions.
We have experienced and continue to experience 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
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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 analyzed the information that was compromised and 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. Additionally, new information can develop that may impact our assessment of cyber events, including information learned as we
develop and deploy mitigations.
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. Geopolitical events and tensions may increase these risks.
Also, as AI continues to evolve, cyber-attackers could use AI to develop malicious code, sophisticated phishing attempts, and convincing deep fakes. A deep fake
is a manipulation of our content or the voices or images of our leaders to maliciously publish false messages that appear to be authentic. Such messages may
harm our reputation, which may in turn have an adverse impact on our revenue and profits, and reduce the trading price of our stock. A threat could also be
introduced by our or our customers and business partners use of AI tools. The output of these tools may include threats such as introducing malicious code when
AI generated source code is incorporated into products or systems. Were any future attacks to be successful, or through the unintentional introduction of security
vulnerability due to AI usage, we may be unaware of the incident, its magnitude, or its effects until significant harm is done. More generally, we may face
significant delays in identifying, remediating, and otherwise responding to any interruption, disruption, security breach or incident.
In recent years, we have regularly implemented improvements to our protective measures that have included, but have not been 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, a ransom-style attack, or limiting the damage from any future cyber-attacks or disruptions. Our ability to recover from ransomware and other ransom-
style attacks may be limited if our backups have been affected by the attack, or if restoring data from backups is delayed or not feasible. Our system
improvements have resulted in increased costs to us and we may be required to dedicate additional expenditures and resources to making system improvements
and otherwise addressing cybersecurity matters in the future, whether in response to any disruption, interruption, breach, incident or otherwise. Further 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 inquiries, actions or other proceedings, or paying damages, fines or
penalties. Such attacks or disruptions could have a material adverse impact on our business, operations and financial results. Furthermore, our efforts to comply
with evolving laws and regulations related to cybersecurity, such as the recently enacted SEC rules requiring disclosure of a material cybersecurity incident, may
be costly and any actual or alleged failure to comply could result in investigations, proceedings, investor lawsuits and reputational damage.
In addition, employees and former employees, in particular former employees who become employees of our competitors, customers, licensees, or other third
parties, including state actors, have in the past and may in the future misappropriate, wrongfully use, publish, access, process or provide to our competitors,
customers, licensees or other third parties, including state actors, our technology, intellectual property, or other proprietary or confidential information. This risk
would be exacerbated to the extent our competitors for talent, particularly engineering talent, attempt to hire our employees. Similarly, we provide access to certain
of our technology, intellectual property, and other proprietary or confidential information to our direct and indirect customers and licensees and certain of our
consultants, who may wrongfully use such technology, intellectual property or information, or wrongfully disclose such technology, intellectual property or
information to third parties, including our competitors or state actors.
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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. These service providers also face significant cybersecurity threats, and they may be subject to cyber-attacks, disruptions,
and interruptions to their networks and systems, and otherwise may suffer from security breaches and incidents. Any such breach or incident, including any
involving misappropriation, loss or other unauthorized processing of data maintained or otherwise processed by our third-party service providers, or any
perception any of these has occurred, could negatively impact our business, operations and financial results, as well as our relationship with our customers.
Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are
sufficient to protect us from liabilities, damages, or claims related to our cybersecurity practices or measures. We do not have insurance coverage specially for
cybersecurity matters. Insurance coverage that we do have may not be adequate or sufficient to protect us from or to mitigate liabilities arising out of our
cybersecurity practices or measures or otherwise relating to any cybersecurity breach or incident, and we cannot be sure that such coverage will continue to be
available on commercially reasonable terms or at all, or that such coverage will pay future claims.
We face risks related to security vulnerabilities in our products.
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 fully assess the magnitude or effects of a vulnerability, including the extent, if any, to which a vulnerability
has been exploited. Additionally, new information can develop that may impact our assessment of a security vulnerability, including information learned as we
develop and deploy mitigations, or become aware of additional variants or evaluate the competitiveness of products.
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.
We face risks to our business and proprietary confidential information due to use of AI.
We limit our employees’ use of third-party and open-source AI tools, such as ChatGPT, in accordance with our internal guidelines and procedures. However,
the internal governance of the use of these technologies can be challenging, and our employees and consultants may use these tools on an unauthorized basis
and our partners may use these tools, which poses additional risks relating to the protection of data, including the potential exposure of our proprietary confidential
information to unauthorized recipients and the misuse of our or third-party intellectual property. Use of AI tools may result in allegations or claims against us
related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information, failure to comply with open-source software
requirements, and failure to comply with actual or asserted legal or other obligations. AI tools may also produce inaccurate responses that could lead to errors in
our decision-making, product development or other business activities, which could have a negative impact on our business, operating results and financial
condition. Our ability to mitigate these risks will depend on our continued effective maintaining, training, monitoring and enforcement of appropriate guidelines and
procedures governing the use of AI tools, and the results of any such use, by us or our partners.
Issues relating to the responsible use of our technologies, including AI, may result in reputational or financial harm and liability.
Concerns relating to the responsible use of technologies, including new and evolving technologies such as AI, in our products may result in reputational or
financial harm and liability and may cause us to incur costs to resolve such issues. AI poses emerging legal, social, and ethical issues and presents risks and
challenges that could affect its adoption, and therefore
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our business. If we enable or offer solutions that draw controversy due to their perceived or actual impact on society, such as AI solutions that have unintended
consequences, infringe copyright or rights of publicity, or are controversial because of their impact on human rights, privacy, employment or other social, economic
or political issues, or if we are unable to develop effective internal policies and frameworks relating to the responsible development and use of AI enabling
products, we may experience brand or reputational harm, competitive harm or legal liability. Complying with regulations from different jurisdictions related to AI
could increase our cost of doing business, may change the way that we operate in certain jurisdictions, or may impede our ability to offer certain products and
services in certain jurisdictions if we are unable to comply with regulations. Compliance with existing and proposed government regulation of AI, including in
jurisdictions such as the EU, may also increase the cost of related research and development, and create additional reporting and/or transparency requirements.
Furthermore, changes in AI-related regulation could impact us and require us to change our business practices, which may negatively impact our financial results.
Our failure to comply with federal, state, or international laws and regulations regarding privacy, data protection and cybersecurity 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, data protection and cybersecurity, such as the European
Union’s (EU) General Data Protection Regulation (GDPR), the U.K. equivalent to the GDPR, the California Consumer Privacy Act (CCPA), and the California
Privacy Rights Act (CPRA). 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 or other remedial 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.
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 (Privacy Shield),
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. The EU and U.S. have established a successor
framework to the Privacy Shield, the EU-U.S. Data Privacy Framework (EU-U.S. DPF), but it already has faced a legal challenge and may face additional legal
challenges. 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, and classes of individuals or consumer protection organizations may initiate
litigation related to our processing of their personal data. 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. Additionally, the EU AI Act could impose onerous obligations that may disadvantage us and require us to change our business practices.
In the U.S., federal, state, and local governments have enacted numerous laws and regulations relating to privacy, data protection, and cybersecurity. For
example, California has enacted the CCPA, which creates new individual privacy rights for California consumers (as defined in the law) and places increased
privacy and security obligations on entities handling personal data of consumers or households. The CPRA, which became operative January 1, 2023, expands
the CCPA’s requirements, including applying to personal information of business representatives and employees and establishing a new regulatory agency to
implement and enforce the law. Additionally, numerous other states have proposed or enacted laws addressing privacy and security, many of which impose
obligations similar to those of the CCPA. The U.S. federal government
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also is contemplating federal privacy legislation. The CCPA, CPRA, and other evolving legislation relating to privacy, data protection, and information security may
impact our business activities and require us to modify our policies and practices.
Other jurisdictions have enacted or are considering similar cross-border personal data transfer laws and local personal data residency laws, any of which
would increase the cost and complexity of doing business and could result in fines from regulators. For example, China’s law imposes various requirements
relating to data processing and data localization. Data broadly defined as important under China’s law, including personal data, may not be transferable outside of
China without prior assessment and approval by the Cyberspace Administration of China (CAC). Compliance with these requirements, including CAC
assessments and any deemed failures of such assessments, could cause us to incur liability, prevent us from using data collected in China or impact our ability to
transfer data outside of China. The inability to import personal data to the U.S. could significantly and negatively impact our business operations, limit our ability to
collaborate with parties that are subject to European, China and other data privacy and security laws, or require us to increase our personal data processing
capabilities in Europe and/or elsewhere at significant expense. Some European regulators have prevented companies from transferring personal data out of
Europe for allegedly violating the GDPR’s cross-border data transfer limitations, which could negatively impact our business.
While we plan to continue to undertake efforts to conform to current legal and regulatory obligations and to account for relevant 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 laws relating to privacy or data protection 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, and potentially adversely affect certain third-party service providers. Further, any actual or alleged failure by us or
our service providers to comply with laws, regulations, or other actual or asserted obligations relating to privacy, data protection, or cybersecurity may subject us to
claims, demands, and litigation, sanctions or fines by regulators, and other damages and liabilities. Any of the foregoing may harm our reputation and market
position and otherwise 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 defects,
breach of 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, lost intellectual property, or environmental exposures related to manufacturing, a product's nonconformance to our or our
customer’s specifications, changes in our manufacturing processes, security vulnerabilities, 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:
•
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
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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 original
Preferred Supply Program and LTSAs), the contracts are generally cancelable based on standard terms and conditions. Under our original Preferred Supply
Program and LTSAs, customers may cancel contracts in the event of price increases. Preferred Supply Program orders placed during or after August 2023 can be
cancelled or rescheduled if our planned delivery date is greater than six months from the request date. We discontinued our Preferred Supply Program for new
orders effective February 1, 2024 because the business conditions that led us to implement the Preferred Supply Program had changed. This change does not
impact our LTSAs. While we had approximately 123,000 customers, and our ten largest direct customers accounted for approximately 12% of our total revenue in
fiscal 2024, 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, many of our customers felt the effects
of slowing economic activity and increasing business uncertainty, and customer requests to push-out or cancel backlog and our accommodation of their requests
increased in the fourth quarter of fiscal 2023 and continued in fiscal 2024.
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 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 competitive harm, 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 harm to our competitive position, uncompensated lost market
and revenue opportunities for us. Although we continue to aggressively defend and
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protect our intellectual property on a worldwide basis, there can be no assurance that we will be successful.
Certain of our software, as well as that of our customers, may be derived from “open source” software that is generally made available to the public by its
authors. Open source software licenses impose certain obligations on us in the event we were to distribute derivative works of the open source software. These
obligations may require us to make source code for the derivative works available to the public and/or license such derivative works under a particular type of
license, rather than the forms of license we customarily use to protect our intellectual property. While we believe we have complied with our obligations under the
various applicable licenses for open source software, in the event that the copyright holder of any open source software were to legally establish that we had not
complied with the terms of a license for a particular work, we could be required to release the source code of that work to the public and/or stop distribution of that
work if the license is terminated which could adversely impact our business and results of operations.
Governments and courts are considering new issues in intellectual property law with respect to works created by AI technology, which could result in
changing and inconsistent intellectual property rights in development processes, procedures and technologies we create with AI technology, which could have a
material adverse effect on our business.
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 involve 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 economic embargoes or trade sanctions against certain countries and 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, 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 a regulation that imposed restrictions on activities in or involving China, Hong Kong, and Macau related to advanced
computing integrated circuits (ICs), advanced-node ICs, computer and other commodities that contain such ICs, certain semiconductor manufacturing items, and
supercomputers. The regulation also expanded controls on transactions involving semiconductor manufacturing and semiconductor equipment manufacturing
end-uses. Further, this regulation expanded the scope of foreign-produced items subject to license requirements under U.S. law and added 28 entities located in
China to the U.S. Commerce Department Entity List. In November 2023, the U.S. Commerce Department added restrictions and export license requirements to
end uses and product categories previously described in the October 2022 regulation. In addition, the U.S. Departments of Commerce, State, and Treasury have
been adding parties to the restricted parties lists, and imposing prohibitions and export licensing requirements on transactions with them. The result is that there
has been a slow-down in the processing of export license applications by the U.S. Government and an increased burden on us to conduct additional due diligence
imposed by the October 2022 and November 2023 regulations, as well as by sanctions imposed on Russia for invading Ukraine. At this time, there has not been a
material impact on our ability to obtain necessary licenses for exportation. A previous example occurred in fiscal 2020, when the U.S. Commerce Department
effectively banned U.S. companies from selling products or transferring technology to certain Chinese companies, including
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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 to the regulatory requirements 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, have continued to escalate from 2018 to present, 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 adjusting our operations and supply
chain. 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, governments may impose restrictions on the sale
to certain customers of our products, or any applications containing our products. For example, the Chinese government announced restrictions relating to certain
sales of products containing certain products made by Micron, and they may direct companies within China to purchase Chinese-made products. Similar
restrictions on our products or the products of our customers or suppliers could negatively impact our business and financial results. It is also possible that
evolving U.S. export controls may encourage non-U.S. governments to request that our customers purchase from companies not subject to U.S. export controls,
thereby harming our business, market position, and financial results. Excessive export controls increase the risk of investing in U.S. advanced semiconductor
products, because by the time a new product is ready for market, it may be subject to new unilateral export controls restricting its sale. At the same time, such
controls may increase investment in foreign competitors, which would be less likely to be restricted by U.S. controls.
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 and existing tax disputes 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.
In September 2021, we received a Statutory Notice of Deficiency (2007 to 2012 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 U.S. Tax Court challenging the
2007 to 2012 Notice. In September 2023, we received a Revenue Agent Report (RAR) from the IRS for fiscal 2013 and fiscal 2016. In October 2023, we received
a Statutory Notice of Deficiency (2014 to 2015 Notice) from the IRS for fiscal 2014 and fiscal 2015. The disputed amounts for fiscal 2013 to fiscal 2016 largely
relate to transfer pricing matters. In December 2023, we filed a petition in the U.S. Tax Court challenging the 2014 to 2015 Notice.
In May 2023, we received a proposed income adjustment from the Malaysian Inland Revenue Board (IRB) for fiscal 2020. In December 2023, we received a
Notice of Assessment from the IRB asserting the same proposed income adjustment. If the adjustment is upheld by the highest court that has jurisdiction over this
matter in Malaysia, it could result in income taxes and penalties up to $410.0 million. The disputed amounts largely relate to the characterization of certain assets.
Depending on
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the outcome of the IRB audit, we may need to adjudicate this matter in Malaysia, and if we do, we may be required to pay the assessment and then, upon a series
of favorable court rulings, request a refund of the amount. The timing of adjudicating this matter is uncertain but could commence in the next 12 months.
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.
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, including those that align with the Organisation for Economic Co-operation and Development’s Base Erosion Profit Shifting recommendations, 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.
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,
decrease our revenue 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, we 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.
New technology trends, such as AI, require us to keep pace with evolving regulations and industry standards. In the U.S., the EU, and China, there are various
current and proposed regulatory frameworks relating to the use of AI in products and services. We expect that the legal and regulatory environment relating to
emerging technologies such as AI will continue to develop and could increase the cost of doing business, and create compliance risks and potential liability, all of
which may have a material adverse effect on our financial condition and results of operations.
We are subject to stringent environmental, climate change and other regulations, which may force us to incur significant expenses and impact our
operations.
We must comply with federal, state, local and foreign governmental regulations related to the use, storage, emissions, discharge and disposal of hazardous
substances used in our products and manufacturing processes, or that are the result of our manufacturing operations, such as greenhouse gases. We must also
comply with rules and regulations regarding limiting greenhouse gas emissions, public reporting of environmental metrics such as greenhouse gas emissions and
hazardous substances, and obtain third-party assurance of greenhouse gas reporting. Regulations could require us to change manufacturing processes,
substitute materials which may cost more or be less available, obtain new permits and undertake
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other costly activities.
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, litigation or
administrative actions by regulators or others, liability for clean-up, criminal and civil liabilities, import/export restrictions, reduction or suspension of production,
cessation of operations or future liabilities. Restrictions on emissions could result in significant costs such as the need for additional equipment, higher energy
costs, carbon taxes, and emission cap and trade programs, and could also result in reduction or suspension of production, or even cessation of operations. 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 not only impact the health of our employees, customers and communities in which we
operate, but could also impact our ability to operate. Such failure could also restrict our ability to ship certain products to certain countries, require us to modify our
products, shipping materials or 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 close or reduce
production at certain facilities, reengineer certain of our existing products and may prevent us or make it more expensive for us to manufacture, sell and ship our
products. For example, in Colorado, Regulation 27 requires companies operating in Colorado to significantly reduce greenhouse gas emissions in a short
timeframe. Because we have contractual obligations to certain customers to assess the impact that manufacturing process changes may have on the products
that we provide to such customers, we have to take a measured approach when implementing changes to our facilities, manufacturing processes, and
manufacturing inputs. We have designed our Colorado expansion plan to meet the requirements of Regulation 27 and some of this plan is dependent on CHIPS
Act funding. If we do not receive CHIPS Act funding, or are unable to implement the necessary abatement plan, we may be required to limit our expansion plans in
Colorado, ramp down our existing operations significantly or risk noncompliance with the rule. The magnitude of the penalties that may be imposed for non-
compliance is not currently known but could include significant monetary penalties and orders to reduce or cease production.
In March 2022, the SEC proposed a rule entitled Enhancement and Standardization of Climate-Related Disclosures for Investors which it then adopted March
6, 2024. However, on April 4, 2024, the SEC announced that it was delaying the implementation of the rule pending challenge in the U.S. Eighth Circuit Court.
While the rule is not yet implemented, if it were to be implemented 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.
In addition, the number and complexity of laws and customer requirements focused on the energy efficiency of electronic products, the recycling of electronic
products, the reduction of chemicals used in and to manufacture electronic products, and the reduction in the amount of packing materials and the increase in the
required 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.
Sustained adverse climate change poses risks that could harm our results of operations.
Voluntary actions we may take or have taken as part of our ESG initiatives could require us to limit emissions, change manufacturing processes, substitute
materials which may cost more or be less available, fund offset projects, or undertake other costly activities. Voluntary restrictions on emissions could result in
significant costs such as the need for additional equipment, higher energy costs, carbon taxes, and emission cap and trade programs. The cost of compliance with
such voluntary efforts could restrict our manufacturing operations, increase our costs, and have an adverse effect on our operating results.
Sustained adverse changes in climate could have a direct adverse economic impact on us due to the effects of extreme weather and climate events on our
production facilities, our supply chain and customers. Utility shortages, higher costs of utilities, and reduced availability of water could disrupt our operations as
well as those of our customers and suppliers. Certain of our operations are located in arid or tropical regions, which some experts believe may become vulnerable
to more frequent 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.
 
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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 17, 2024. Other countries are considering similar regulations. If we cannot certify that our supply chain is free from the risk of irresponsible
sourcing, customers and others 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, delivery times and quality could be negatively impacted.  Our relationships with customers, suppliers and stockholders 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 those that 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 a reduction in purchases 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, standards or disclosure requirements or achieve our corporate responsibility goals, could adversely affect our
business, results of operations, financial condition, or stock price.
In recent years, there has been an increased focus on corporate responsibility matters, including greenhouse gas emissions and climate-related risks,
renewable energy, water stewardship, waste management, data privacy, cybersecurity, trade controls, diversity, equality and inclusion, responsible sourcing and
supply chain, use of products for illegal or unethical purposes, human rights, and social responsibility. We are committed to corporate responsibility and actively
manage these issues including through our guiding values and our internal policies. As an example, since we do not support the actions of Russia against
Ukraine, in March 2022 we stopped selling products to customers and distributors located in Russia and Belarus. However, we have been made aware that there
are entities in Russia that indirectly obtained our products after March 2022 despite the preventative measures we took and continue to take. Though we continue
to improve our processes and procedures to prevent the unauthorized flow of our products, our actions have not been fully successful. We operate in an
extensive, ever-changing global supply chain, an expectation of complete traceability of standard semiconductor products to every end use and prevention of
product misuse and diversion is unachievable. Thus, despite our efforts, our products may be used for illegal or objectionable applications and third parties may
engage in conduct that we do not support or condone.
Also, we have publicly announced environmental goals including those related to greenhouse gas emissions reduction, achieving net zero carbon emissions
and renewable energy usage, 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. These goals could expose us to heightened scrutiny and financial, legal, reputational, operational, compliance, and other
risks, including lost customer opportunities, which could negatively impact us. Further, any failure to set or achieve corporate responsibility initiatives that meet our
stakeholders' evolving expectations could also negatively impact us.
In addition, we are or expect to become subject to various new or proposed climate-related and other sustainability laws and regulations, including, for
example, the state of California's new climate change disclosure requirements, the EU's new Corporate Sustainability Reporting Directive and climate-change
disclosure requirements from the SEC. Compliance with such laws and regulations, as well as the overall increased focus and scrutiny from the SEC and other
regulators, investors, customers, vendors, employees, and other stakeholders concerning ESG and climate matters, could impose additional costs on us and
expose us to new risks, including resulting in changes to our current ESG goals.
Evolving stakeholder expectations, voluntary and required reporting regimes that are not harmonized and continue to change, 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. It is also possible that government, customers, investors and other stakeholders might not
be satisfied with our policies, programs, goals, performance and related disclosures, or the speed of their adoption,
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implementation and measurable success, or that we have adopted such policies, programs and commitments.
Such risks and uncertainties include:
•
reputational harm, including damage to our relationship with customers, supplies, investors, governments, or other stakeholders;
•
we may lose customers who choose not to do business with us, or we may choose to discontinue or restrict business with certain customers due to
our policies;
•
liabilities or penalties associated with inadequate processes to collect, audit, or disclose information;
•
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 and resources to monitor, report and 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 stakeholder expectations or industry standards, or achieve our corporate responsibility goals could have an
adverse effect on our business, results of operations, financial condition, reputation, or stock price.
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 $1.65 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 stockholder 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.
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Our financial condition and results of operations could be adversely impacted if we do not effectively manage or refinance our current or future debt.
As of March 31, 2024, the principal amount of our outstanding indebtedness was $6.02 billion. At March 31, 2024, we had no outstanding borrowings under
our Revolving Credit Facility which provides up to $2.75 billion of revolving loan commitments that terminate in 2026, $750.0 million in outstanding borrowings
under our 2025 Term Loan Facility, and $1.36 billion in outstanding principal amount of our Commercial Paper. At March 31, 2024, we had $3.20 billion in
aggregate principal amount of Senior Notes and $710.2 million in aggregate principal of Convertible Debt outstanding.
With respect to such balance of Senior Notes, our 0.983% 2024 Notes in the principal amount of $1.00 billion mature on September 1, 2024, and we intend to
finance the repayment of such notes using available borrowings under our Revolving Credit Facility or our Commercial Paper program or by issuing senior notes
or convertible debt. Since interest rates have increased significantly since we issued our 0.983% 2024 Notes, we expect our interest expense will increase as a
result of the refinancing of such notes. Also, if we refinance such fixed rate notes with variable rate debt, changes in interest rates will have a more significant
impact on our interest expense in future periods. There can be no assurance that we will be able to refinance our current or future debt on reasonable terms, if at
all.
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 Senior Notes, Convertible Debt, and
Commercial Paper, 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 and
Commercial Paper 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. 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.
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
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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.
Item 1C. Cybersecurity
Cyber Risk Governance
Risk Management and Strategy
We define cyber risk governance as a program of measures designed to protect our IT assets and information from unauthorized access, attacks or service
disruptions. Our risk governance processes were designed by our IT Shared Services (ITSS) team, which maintains knowledge about the types of high-profile
security breaches being reported more frequently across the globe. The secure processing, maintenance, and transmission of sensitive data, including confidential
and other proprietary information about our business and our employees, and information belonging to our customers, suppliers, and business partners, is
important to our operations and business strategy. As a result, cybersecurity and data protection are key components of our long-term business strategies.
We use various processes to inform our assessment, identification and management of risk from cybersecurity threats. Key areas of our cybersecurity risk
management processes and strategy currently include:
Processes and Coordination
We manage cyber security and assess associated risks in these ways:
•
ITSS, led by our Chief Information Security Officer (CISO), has first-line responsibility for our cybersecurity risk management processes, and works to
coordinate efforts, priorities and oversight of cybersecurity risk;
•
ITSS works with functional groups such as manufacturing, business operations, engineering, human resources, legal, and finance and is responsible for
evaluating and assessing overall cybersecurity risk, and advising senior management and the Audit Committee regarding our cybersecurity risk profile and
priorities as they evolve;
•
we have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these
processes into our overall risk management systems and processes; and
•
our Internal Audit group monitors certain IT systems controls that are integrated into our larger Sarbanes-Oxley control environment.
Ongoing Evaluation and Assessment of Systems and Processes
We take steps to monitor evolving regulatory, industry and legal requirements and best practices relating to cyber risk mitigation, and we employ standards
and frameworks that we deem appropriate to address identified risks. In addition to periodic in-depth evaluations of our applicable systems and processes, we
monitor our IT systems and processes on an ongoing basis with the goal of identifying and remediating real and potential threats as they arise. We adjust our
systems, procedures, and policies as we deem necessary and in response to identified threats and risks. For example, ITSS has implemented improvements to
our protective measures that have included, but have not been limited to: endpoint intrusion detection and response software, vulnerability scans, regular patching
of vulnerabilities, evaluating and reviewing log monitors, event correlation tools, network segmentation, system audits, data partitioning, privileged account
segregation and monitoring, and tabletop exercises.
Security Awareness Program to Train and Test Personnel
We sponsor a multi-faceted security awareness program that includes regular, mandatory trainings for our personnel on best practices for cyber-hygiene
including: multifactor authentication and single sign-on use for cloud applications; ways to identify social engineering techniques, policy and process awareness,
periodic phishing simulations and other preparedness testing.
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Cyber Incident Response Plan
We maintain a cross-functional cyber incident response plan with defined roles and responsibilities and reporting protocols. This plan focuses on responding
to, identifying the severity of, and recovering from a breach as well as mitigating any impact to our business. Generally, when a suspected breach is identified, the
ITSS team will escalate the issue to the personnel identified in the plan for initial analysis and guidance. In the event of an actual breach, the CISO will prepare an
initial assessment and consult with our general counsel (GC) and our Chief Financial Officer (CFO). Together, our GC, CFO and CISO will consult with other
executives, including our Chief Executive Officer and our Chief Operating Officer, to determine the incident’s impact to our business. This management group (in
consultation with outside experts) will be responsible for determining whether a particular incident (alone or in combination with other factors) triggers any public
reporting or third-party notification requirements.
Regular Evaluation of Initiatives, Results and Priorities
The ITSS team, in consultation with members of senior management, updates its strategy at least annually to account for changes in our business strategy,
legal and regulatory developments across our geographic footprint, results of recent ITSS initiatives, and developments in the cybersecurity threat landscape. On
an annual basis the CISO updates the Audit Committee (generally with all other Board members in attendance) on the performance of cyber risk key performance
indicators (KPIs), cyber risks, staffing and key ITSS initiatives. On a quarterly basis the CISO updates the Audit Committee (generally with all other Board
members in attendance) on the KPIs and any changes to our cyber risk mitigation efforts, and any cyber breaches that may have occurred. Feedback from the
Audit Committee and senior management assists us in determining whether any further changes to our existing policies and practices are warranted. We expect
that our cybersecurity risk management processes and strategy will continue to adapt as the cybersecurity threat landscape evolves. We engage third parties to
assist us with our cybersecurity risk management and strategy. Some of these third parties provide us with ongoing assistance (such as threat monitoring,
mitigation strategies, updates on emerging trends and developments and policy guidance) while others provide targeted assistance (such as security and forensic
expertise) as needed.
Review of Third Parties
There are risks associated with sharing information with third parties, and with allowing third parties to access our systems. Therefore, prior to integrating any
third-party provider’s information into our systems, we assess their security maturity against our standards, assess business risks associated with integration and
request changes as we deem necessary.
Governance
Consistent with our overall risk management governance structure, management is responsible for the day-to-day management of cybersecurity risk while our
Board and its Audit Committee play an active, ongoing oversight role.
Board Oversight
Our Board has delegated to its Audit Committee specific, first-line responsibility for overseeing major cybersecurity risk exposures in addition to our broader
enterprise risk management program. Specifically, under its charter, the Audit Committee is responsible for overseeing and monitoring enterprise risk
management, privacy, cybersecurity and data security matters, including the potential impact of those exposures on Microchip’s business, financial results,
operations and reputation, and the steps management has taken to monitor and mitigate such exposures. The CISO reports at least quarterly to the Audit
Committee on information security and data privacy and protection. These presentations address a wide range of topics, including trends in cyber threats and the
status of initiatives designed to bolster our security systems. Our full Board is typically in attendance at these presentations made to the Audit Committee. At least
annually, the Board meets with members of our senior management team to review and discuss our enterprise risk management program, including areas of
material risk and how these risks, which may include cybersecurity risk, are being managed and reported to the Board and its committees.
Management’s Role
Our ITSS team is led by our CISO, who reports to our Executive Vice President and Chief Financial Officer. Our CISO is a former CPA that has 34 years of
experience in leading global accounting and business information systems groups including strategy, applications, infrastructure, information security, support, and
execution.
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Digital security at Microchip is the primary responsibility of our ITSS team. Our ITSS team is responsible for infrastructure services and business continuity as
it relates to digital information. The ITSS team oversees compliance with our cybersecurity framework within our Company and facilitates cybersecurity risk
management activities. The ITSS team also assists with the review and approval of policies, completes benchmarking against applicable standards and oversees
the security awareness training program. ITSS works to address and respond to cyber risk, including cyber risks related to security architecture and engineering,
identity and access management and security operations. Collectively, ITSS has decades of relevant education and experience and maintain a wide range of
industry certifications. We invest in regular, ongoing cybersecurity and architecture training for our team members.
Conclusion
As of March 31, 2024, we have not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents that have materially
affected Microchip, our business strategy, our results of operations or our financial condition. For a discussion of risks from cybersecurity threats that could be
reasonably likely to materially affect us, please see our Risk Factors discussion under the heading, “We continue to be the target of attacks on our IT systems.
Interruptions in and unauthorized access to our IT systems, and security breaches or incidents impacting our systems or data that we or our service providers
maintain or otherwise process, could adversely affect our business”, in this Annual Report on Form 10-K.
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Item 2. Properties
 
At March 31, 2024, we owned and used the facilities described below:
Location
Approximate
Total Sq. Ft.
Principal Operations
Gresham, Oregon
826,500
Wafer fabrication (Fab 4), R&D center, warehousing and administrative offices
Chandler, Arizona
720,000
Executive and administrative offices, wafer probe, R&D center, sales and marketing, and computer
and service functions
Lamesa, Calamba, Philippines
610,300
Assembly and test, warehousing and administrative offices
Chacherngsao, Thailand
498,100
Assembly and test, wafer probe, sample center, warehousing and administrative offices
Colorado Springs, Colorado
480,000
Wafer fabrication (Fab 5), test and R&D
Canlubang, Calamba, Philippines
460,000
Wafer probe, test, warehousing and administrative offices
Tempe, Arizona
388,100
Wafer fabrication (Fab 2), R&D center, warehousing and administrative offices
Bangalore, India
294,000
R&D center, sales and marketing support and administrative offices
Chacherngsao, Thailand
287,300
Assembly and test, warehousing and administrative offices
Chennai, India
187,000
R&D center
Hyderabad, India
167,554
Design and engineering
Lawrence, Massachusetts
160,000
Manufacturing and administrative offices
Rousset, France
144,500
Test, R&D and administrative offices
Mount Holly Springs, Pennsylvania
100,000
Manufacturing, R&D and administrative offices
Garden Grove, California
98,100
Manufacturing, R&D and administrative offices
San Jose, California
98,000
R&D and administrative offices
Neckarbischofsheim, Germany
83,800
Manufacturing and administrative offices
Nantes, France
77,000
Wafer probe, test, R&D, warehousing and administrative offices
San Jose, California
71,000
R&D and administrative offices
San Jose, California
57,000
R&D and administrative offices
Beverly, Massachusetts
52,100
Manufacturing
Heilbronn, Germany
48,000
R&D and administrative offices
Karlsruhe, Germany
46,000
R&D and administrative offices
Ennis County, Ireland
40,000
Manufacturing, R&D and administrative offices
Simsbury, Connecticut
32,500
Manufacturing, R&D and administrative offices
Shanghai, China
21,000
R&D, sales and marketing and administrative offices
Hsinchu, Taiwan
15,000
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, 2019 in stock or index, including reinvestment of dividends
Fiscal year ending March 31.
Copyright © 2024 Standard & Poor's, a division of S&P Global. All rights reserved.
Cumulative Total Return
March
2019
2020
2021
2022
2023
2024
Microchip Technology Incorporated
100.00
83.05
192.59
188.72
214.05
233.99
S&P 500 Stock Index
100.00
93.02
145.44
168.20
155.20
201.57
Philadelphia Semiconductor Index
100.00
110.38
231.77
257.39
246.23
378.21
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
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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 16, 2024, there were approximately 543 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 60 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, 2024.
Issuer Purchases of Equity Securities
The following table sets forth our purchases of our common stock in the three months ended March 31, 2024:
Period
Total number of
shares purchased
Average price
paid per share
Total number of shares purchased
as part of publicly announced
program
Approximate dollar value of
shares that may yet be
purchased under the program
(in millions)
January 1, 2024 - January 31, 2024
— 
$
— 
— 
February 1, 2024 - February 29, 2024
2,790,831 
$
83.05 
2,790,831 
March 1, 2024 - March 31, 2024
1,745,924 
$
89.10 
1,745,924 
4,536,755 
4,536,755 
$
1,646.5 
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] 
(1)
(1) 
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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 and our expectations of the impact of litigation on our operations;
•
Our goal to continue to be more efficient with our selling, general and administrative expenses;
•
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;
•
The possibility of future pricing 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;
•
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;
•
Our plans to continue to transition certain outsourced assembly and test capacity to our internal facilities;
•
Our expectations regarding investments in our manufacturing capacity;
•
The continued development of the embedded control market based on our strong technical service presence;
•
Our anticipated level of capital expenditures;
•
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 intent, including length, timing, and planned shutdown days, to reduce production levels at global fabrication facilities and its impact on inventory
levels;
•
Our expectations regarding LTSAs, the Preferred Supply Program, and the realization of deferred revenue;
•
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;
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•
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;
•
Our plans to modify and enhance our cybersecurity risk management processes and strategy;
•
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;
•
The amounts and timing, and our plans and expectations relating to the U.S. Statutory Notice of Deficiencies and proposed income adjustment from
the Malaysian Inland Revenue Board;
•
Our expectation regarding the treatment of our unrecognized tax benefits in the next 12 months;
•
Our belief that the expiration of any tax holidays will not have a material impact on our effective tax rate;
•
Our expectations regarding our tax expense, cash taxes and effective tax rate;
•
Our expectation that the global minimum tax (GMT) will not have a material impact on our fiscal 2025 results;
•
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 expected debt obligation maturities and plans to refinance our existing debt;
•
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 will continue to 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;
•
Our expectations regarding the amount, timing, and future applications for investment tax credits under the CHIPS Act;
•
Our expectations regarding past or potential future acquisitions, joint development agreements or other strategic relationships and any related
benefits; 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 our "Business and Macroeconomic Environment" discussed below.
We begin our Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) with a discussion of our Business and
Macroeconomic Environment followed by 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 2024 compared to fiscal 2023, 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 2024 compared to fiscal 2023. For our discussion of our fiscal 2023 results compared to fiscal 2022 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, 2023 filed with the SEC on May 25, 2023 which is incorporated by
reference herein.
Business and Macroeconomic Environment
While strong customer demand for our products outpaced capacity in fiscal 2023, many of our customers felt the adverse effects of slowing economic activity,
increasing business uncertainty, persistent inflation and higher interest rates in the March 2023 quarter which continued through fiscal 2024. During this period, we
continued to receive requests to push out or cancel backlog resulting from customer actions to reduce inventory levels. However, beginning in the March 2024
quarter, we started seeing improvements in our business and customer requests to push out or cancel backlog started to decrease, bookings started to increase
and the number of expedites and shipment pull in requests are growing. At the same time we continue to prioritize our efforts to manage our high inventory levels,
and during the June 2024 quarter, we reduced production levels and implemented up to two weeks of shutdown days in our global production facilities. Consistent
with the weak macroeconomic environment, most of our factory expansion activity remains paused and we have reduced our planned capital investments through
fiscal 2025. We are unable to predict the timing or impact of any such slowdown on our business.
In response to industry capacity conditions improving and our product lead times reducing, we discontinued our Preferred Supply Program in February 2024
with respect to all new orders. We had initially launched our Preferred Supply Program in February 2021 to provide our customers with prioritized capacity when
product demand in the industry significantly exceeded supply. Since the March 2022 quarter, we have been entering into LTSAs with certain of our customers for
products that will be shipped in future periods. We also entered into certain LTSAs with key suppliers.
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). 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
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price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the performance obligation is satisfied.
Sales of semiconductor products to our customers are governed by a purchase order, an order acknowledgment, and a distributor agreement in the case of
our distributor customers. Sales to customers do not meet the definition of a contract until the customer 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. 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 customers is recognized at, or near to, the time risk and title of the inventory transfers to the customer, which is generally upon shipment.
Overall, our estimates of adjustments to contract price due to variable consideration under our contracts with distributor customers, based on our
assumptions, have been materially consistent with our actual results. However, these estimates are subject to management’s judgment and actual provisions
could be different from our estimates, resulting in future adjustments to our revenue and operating results. A 100-basis point increase in the blended price
concession rate would have changed the measurement of our refund liability recorded within accrued liabilities by $10.1 million.
Inventories
 
Inventories are valued at the lower of cost or net realizable value using the first-in, first-out method.  We record a charge to cost of sales to write down our
inventory for estimated excess, obsolete 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 excess or
obsolete inventory, 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. A 1% variance in the estimated demand for our products
would have changed the estimated net realizable value of our inventory by approximately $3.2 million as of March 31, 2024.
 
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.
Various taxing authorities in the U.S. and other countries in which we do business may 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
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circumstances, such as the closing of a tax audit, the closing of a statutory audit period or changes in applicable law.  Due to the inherent uncertainty in the
estimation process, including the complexity involved to interpret and apply tax laws, 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 2024 and fiscal 2023:
Fiscal Year Ended March 31,
2024
2023
Net sales
100.0 %
100.0 %
Cost of sales
34.6 
32.5 
Gross profit
65.4 
67.5 
Research and development
14.4 
13.3 
Selling, general and administrative
9.6 
9.5 
Amortization of acquired intangible assets
7.9 
7.8 
Special (income) charges and other, net
(0.2)
— 
Operating income
33.7 %
36.9 %
Net Sales
 
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 2024 and fiscal 2023 (dollars in millions):
Fiscal Year Ended March 31,
2024
2023
Change
Net sales
$
7,634.4 
$
8,438.7 
(9.5)%
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The decrease in net sales in fiscal 2024 compared to fiscal 2023 was primarily due to adverse economic conditions, including slowing economic activity,
increasing business uncertainty, persistent inflation and higher interest rates which factors resulted in many customers having higher levels of inventory.
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 2023 with respect to
our very broad range of customers and products. These price increases contributed to the change in net sales during fiscal 2024. 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. Due to the size, complexity and diversity of our customer base, we are not able to quantify any material factor contributing to the changes in net
sales. See our "Business and Macroeconomic Environment" discussion above for further information on our business outlook.
Other factors that we believe contributed to changes in our reported net sales for fiscal 2024 compared to fiscal 2023 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 TSS product portfolio.
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 2024 or fiscal 2023.
Net sales by product line for fiscal 2024 and fiscal 2023 were as follows (dollars in millions):
Fiscal Year Ended March 31,
2024
%
2023
%
Mixed-signal Microcontrollers
$
4,272.4 
56.0 
$
4,755.7 
56.3 
Analog
2,016.4 
26.4 
2,376.9 
28.2 
Other
1,345.6 
17.6 
1,306.1 
15.5 
Total net sales
$
7,634.4 
100.0 
$
8,438.7 
100.0 
Mixed-signal Microcontrollers
 
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 56.0% and 56.3% of our net sales in fiscal 2024 and fiscal 2023, respectively.
 
Net sales of our mixed-signal microcontroller products decreased approximately 10.2% in fiscal 2024 compared to fiscal 2023. The decrease in net sales was
primarily due to adverse economic conditions, including slowing economic activity, increasing business uncertainty, persistent inflation and higher interest rates
which factors resulted in many customers having higher levels of inventory.
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 26.4% and 28.2%
of our net sales in fiscal 2024 and fiscal 2023, respectively.
Net sales from our analog product line decreased approximately 15.2% in fiscal 2024 compared to fiscal 2023. The decrease in net sales was primarily due to
adverse economic conditions, including slowing economic activity, increasing business uncertainty, persistent inflation and higher interest rates which factors
resulted in many customers having higher levels of inventory.
 
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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 17.6% and 15.5% of our net sales in fiscal 2024 and fiscal 2023, respectively.
Net sales related to these products and services increased approximately 3.0% in fiscal 2024 compared to fiscal 2023. The increase in net sales was primarily
due to strength in our FPGA product line. 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% of our net sales in each of fiscal 2024 and fiscal 2023. With the exception of Arrow Electronics, our largest
distributor, which made up 12% and 11% of our net sales in fiscal 2024 and in fiscal 2023, respectively, no other distributor or direct customer accounted for more
than 10% of our net sales in fiscal 2024 or in fiscal 2023. 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 and 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.  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, 2024, our distributors maintained 41 days of inventory of our products compared to 24 days at March 31, 2023.  Over the past ten fiscal years,
the days of inventory maintained by our distributors have fluctuated between approximately 17 days and 41 days.  Inventory holding patterns at our distributors
may have a material impact on our net sales. Due to the relatively high level of inventory days, we have accommodated efforts by our distributors to manage their
inventory levels.
 
Sales by Geography
 
Sales by geography for fiscal 2024 and fiscal 2023 were as follows (dollars in millions):
Fiscal Year Ended March 31,
2024
%
2023
%
Americas
$
2,215.4 
29.0 
$
2,169.0 
25.7 
Europe
1,851.7 
24.3 
1,774.8 
21.0 
Asia
3,567.3 
46.7 
4,494.9 
53.3 
Total net sales
$
7,634.4 
100.0 
$
8,438.7 
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
75% and 78% of our net sales in fiscal 2024 and fiscal 2023, respectively. The decrease in net sales in Asia in fiscal 2024 compared to fiscal 2023 was primarily
due to unfavorable business conditions and weakening demand in the China market. The increase in net sales in the Americas and Europe in fiscal 2024
compared to fiscal 2023 was driven by our available capacity due to the weakening demand in Asia and was offset by the adverse economic conditions in the
regions. 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 2024 was $5.00 billion, or 65.4% of net sales, compared to $5.70 billion, or 67.5% of net sales, in fiscal 2023.
The primary reason for the decrease in gross profit of $545.3 million in fiscal 2024 compared to fiscal 2023 was an unfavorable net impact of sales volume,
product mix and average gross profit per unit in fiscal 2024. 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 from inventory reserve charges was an adverse impact of $58.4 million in fiscal 2024 compared to
fiscal 2023. The gross margin impact of changes in licensing revenue, which has no associated cost of sales, was an adverse impact of $57.6 million in fiscal 2024
compared to fiscal 2023. The impact of unabsorbed capacity charges was an adverse impact of $40.7 million in fiscal 2024 compared to fiscal 2023. Unabsorbed
capacity charges are expensed as incurred when we operate our manufacturing facilities below normal levels.
Our overall inventory was $1.32 billion at March 31, 2024 and 2023. We maintained 224 days of inventory on our balance sheet at March 31, 2024 compared
to 169 days of inventory at March 31, 2023. Our overall inventory level was flat as a result of our efforts to balance manufacturing production, customer demand
and inventory levels. However, our days of inventory increased significantly due to lower net sales. Our inventory amounts are impacted by timing of shipment
activity in the quarter, the timing of receipt of raw materials, foundry wafers, and strategic last time buy materials and completion of finished goods.
 
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 2024 and fiscal 2023. During fiscal 2024, approximately 71% of our test
requirements were performed in our internal facilities, compared to approximately 67% during fiscal 2023. 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 selectively
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 2024, approximately 64% of our net sales came
from products that were produced at outside wafer foundries, compared to approximately 63% during fiscal 2023. This percentage may vary based on supply and
demand conditions in the market.
We anticipate that our gross margins will fluctuate over time, driven primarily by capacity utilization levels, the overall mix of products sold during the period,
as well as manufacturing yields, unabsorbed capacity charges, 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 2024 were $1.10 billion, or 14.4% of net sales, compared to $1.12 billion, or 13.3% of net sales, for fiscal 2023. 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 decreased $20.9 million, or 1.9%, for fiscal 2024 compared to fiscal 2023. The primary reason for the decrease in R&D expenses in fiscal
2024 compared to fiscal 2023 was lower employee compensation 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 2024 were $734.2 million, or 9.6% of net sales, compared to $797.7 million, or 9.5% of net sales, for
fiscal 2023.  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 decreased $63.5 million, or 8.0%, for fiscal 2024 compared to fiscal 2023. The primary reason for the decrease
in selling, general and administrative expenses was lower employee compensation costs.
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 2024 was $605.4 million compared to $669.9 million in fiscal 2023. 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 2024, we earned special income and other, net of $12.3 million primarily due to the favorable resolution of a previously accrued unclaimed
property audit matter partially offset by restructuring costs of acquired and existing wafer fabrication operations to increase operational efficiency. 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. Restructuring expenses incurred during fiscal 2024 and
fiscal 2023 include $6.2 million and $16.8 million, respectively, related to the restructuring of our wafer fabrication operations.
Other Income (Expense)
Interest income in fiscal 2024 was $7.6 million compared to $2.1 million in fiscal 2023.
Interest expense in fiscal 2024 was $198.3 million compared to $203.9 million in fiscal 2023. The primary reason for the decrease in interest expense in fiscal
2024 compared to fiscal 2023 is due to 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 2024 was $12.2 million compared to $8.3 million in fiscal 2023. In fiscal 2024 and in fiscal 2023, the losses related to the
settlement of a portion of our outstanding Convertible Debt.
Other loss, net, in fiscal 2024 was $2.2 million compared to other income, net of $3.8 million in fiscal 2023. The primary reason for the change in other (loss)
income, net during fiscal 2024 compared to fiscal 2023 relates to foreign currency exchange rate fluctuations.
Provision for Income Taxes
Our provision 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, 2024,
decreased over the same period last year as a result of changes in tax laws and changes to the valuation allowance established for certain deferred tax assets.
Our effective tax rate in fiscal 2024 includes a $69.8 million tax benefit received from current year generated R&D credits,
which reduced our effective tax rate by 3.0%; and a $62.9 million tax expense for the effects of foreign operations, which increased our effective tax rate by 2.7%.
Our effective tax rate in fiscal 2023 includes a $63.8 million tax benefit received from 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
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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%.
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 2024 and fiscal 2023 was
approximately 22%. Our non-U.S. blended statutory tax rates in fiscal 2024 and fiscal 2023 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 (2007 to 2012 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 U.S. Tax Court challenging the
2007 to 2012 Notice.
In September 2023, we received a Revenue Agent Report (RAR) from the IRS for fiscal 2013 and fiscal 2016. In October 2023, we received a Statutory Notice
of Deficiency (2014 to 2015 Notice) from the IRS for fiscal 2014 and fiscal 2015. The disputed amounts for fiscal 2013 to fiscal 2016 largely relate to transfer
pricing matters. In December 2023, we filed a petition in the U.S. Tax Court challenging the 2014 to 2015 Notice.
In May 2023, we received a proposed income adjustment from the Malaysian Inland Revenue Board (IRB) for fiscal 2020. In December 2023, we received a
Notice of Assessment from the IRB asserting the same proposed income adjustment. If the adjustment is upheld by the highest court that has jurisdiction over this
matter in Malaysia, it could result in income taxes and penalties up to $410.0 million. The disputed amounts largely relate to the characterization of certain assets.
Depending on the outcome of the IRB audit, we may need to adjudicate this matter in Malaysia, and if we do, we may be required to pay the assessment and
then, upon a series of favorable court rulings, request a refund of the amount. 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. 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 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 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, 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 beginning in
fiscal 2024. The Inflation Reduction Act did not have a material impact on our tax expense, cash taxes, or effective tax rate for the years ending March 31, 2024
and March 31, 2023.
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As of March 31, 2024, 27 countries have enacted various aspects of the Organisation for Economic Co-operation and Development’s Base Erosion and Profit
Shifting Project to ensure that multinational enterprises pay a GMT. In 24 of those countries, the GMT is effective for tax years beginning in our fiscal 2025. Based
on currently enacted law, the impact of GMT on the fiscal 2025 results is not expected to be material.
Liquidity and Capital Resources
 
We had $319.7 million in cash and cash equivalents at March 31, 2024, an increase of $85.7 million from the March 31, 2023 balance.  
 
Operating Activities
Net cash provided by operating activities was $2.89 billion in fiscal 2024 primarily due to net income of $1.91 billion, adjusted for non-cash and non-operating
charges of $1.06 billion and net cash outflows of $76.7 million from changes in our operating assets and liabilities. The primary drivers of the changes in operating
assets and liabilities in fiscal 2024 include a decrease in accounts payable due to lower spending in adverse economic conditions, decreases in accrued liabilities
driven by lower accruals related to employee compensation offset by higher deferred revenue and sales related reserves, increases in other assets driven by
payments for manufacturing supply capacity reservation commitments offset by increases in other liabilities due to cash collected from customers under our
LTSAs, and a decrease in income tax payable, offset by a decrease in trade accounts receivable driven primarily by reduced revenue and timing of shipments and
collections, and a decrease in inventories related to our efforts to balance manufacturing production, customer demand and inventory levels. 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 $3.62 billion in fiscal 2023 primarily due to 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.
Investing Activities
Net cash used in investing activities was $392.1 million for fiscal 2024 compared to $599.5 million for fiscal 2023. Fiscal 2024 and fiscal 2023 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 $285.1 million
and $486.2 million in fiscal 2024 and fiscal 2023, 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 which began in the March 2023 quarter, we have paused most of
our factory expansion actions and reduced our planned capital investments for fiscal 2025. We currently intend to invest about $175 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. While select investments are still being made, in the fourth quarter of fiscal 2024, we paused most of our
expansion activity. 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. In December 2023, we reached a Preliminary Memorandum of Terms with the U.S. Department
of Commerce for $162 million in CHIPS Act grants for two of our U.S. wafer fabrication facilities. These preliminary terms are subject to a comprehensive due
diligence process and continued negotiation and review and there can be no assurance that the grants will receive final approval. If we do receive a CHIPS Act
grant, the restrictions and operational requirements that are imposed on CHIPS Act grant recipients could add complexity to our operations and increase our
costs. 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.
 
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Financing Activities
Net cash used in financing activities was $2.41 billion for fiscal 2024 compared to $3.10 billion for fiscal 2023. Significant transactions affecting our net
financing cash flows included:
•
in fiscal 2024, $537.7 million 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, our 4.333% 2023 Notes, our 2.670% 2023 Notes, our 0.972% 2024 Notes, and our Revolving
Credit Facility, partially funded by proceeds from borrowings on our 2025 Term Loan Facility, proceeds from the issuance of our Commercial Paper,
and proceeds from the issuance of our 5.050% 2029 Notes, and
•
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
•
in fiscal 2024 and fiscal 2023, we paid cash dividends to our stockholders of $911.5 million and $695.3 million, respectively, and
•
in fiscal 2024 and fiscal 2023, we repurchased shares of our common stock for $982.1 million and $945.8 million, respectively.
In August 2023, our amended and restated Credit Agreement, dated as of December 16, 2021, was amended by the first incremental term loan amendment,
dated as of August 31, 2023. Pursuant to this amendment, we borrowed an aggregate principal amount of $750.0 million under the new 2025 Term Loan Facility
bearing interest at the Adjusted Term SOFR Rate, plus a margin of 1.125% to 1.5%, or Alternate Base Rate, plus a margin of 0.125% to 0.5%, with a maturity date
of August 31, 2025. The interest rate margins are determined based on our credit ratings. In September 2023, we established a Commercial Paper program under
which we may issue short-term unsecured promissory notes up to a maximum principal amount outstanding at any time of $2.75 billion with a maturity of up to 397
days from the date of issue. The Commercial Paper is sold from time to time at a discount from par or alternatively, sold at par and bears interest rates that will
vary based on market conditions and the time of issuance. The outstanding Commercial Paper balance will reduce the amounts that would otherwise be available
to borrow under our Revolving Credit Facility. As of March 31, 2024, the principal amount of our outstanding indebtedness was $6.02 billion. At March 31, 2024,
we had no outstanding borrowings under the Revolving Credit Facility compared to $100.0 million at March 31, 2023. At March 31, 2024, we had $1.36 billion in
outstanding principal amount of Commercial Paper.
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 2024, we repurchased approximately 11.9 million shares of our common stock for $982.1 million under this authorization. In fiscal 2023, we
repurchased approximately 12.9 million shares of our common stock for $945.8 million under this authorization. As of March 31, 2024, approximately $1.65 billion
remained available for repurchases under the program. As of March 31, 2024, we held approximately 41.1 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 $6.65 billion. Cash dividends paid per share were $1.682 and $1.263 during fiscal 2024 and fiscal 2023,
respectively. Total dividend payments amounted to $911.5 million and $695.3 million during fiscal 2024 and fiscal 2023, respectively. A quarterly dividend of $0.452
per share was declared on May 6, 2024 and will be paid on June 5, 2024 to stockholders of record as of May 22, 2024. We expect the aggregate cash dividend for
the June 2024 quarter to be approximately $243.0 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, borrowings under our Revolving Credit Facility and our 2025
Term Loan Facility, and proceeds from issuance of our Commercial Paper 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
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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 our Commercial Paper program or seek additional
equity or debt financing from time to time to refinance our existing debt, 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 the maturity dates of our existing debt, 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 plan
to refinance certain of our existing notes as they mature and we may from time to time seek to refinance certain of our other outstanding debt or Convertible Debt
through issuances of new notes or convertible debt, term loans, Commercial Paper, 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, public health concerns, or other factors, and any additional equity financing or
convertible debt financing would result in incremental ownership dilution to our existing stockholders. We are also pursuing 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.
Summarized Financial Information
The tables below present the summarized financial information on a combined basis for Microchip Technology Incorporated and the following subsidiaries of
Microchip Technology Incorporated that provide guarantees of our Senior Notes: Atmel Corporation, Microchip Holding Corporation, Microchip Technology LLC,
Silicon Storage Technology, Inc., Microsemi Corporation, and Microsemi Storage Solutions, Inc. (such subsidiaries collectively, the Subsidiary Obligors). The debt
securities are fully and unconditionally guaranteed by the aforementioned subsidiaries and rank equally in right of payment with all of our existing and future
unsecured and unsubordinated obligations. The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under
Regulation S-X and is not intended to present our financial position or results of operations in accordance with generally accepted accounting principles as such
principles are in effect in the U.S.
We have presented summarized financial information below for Microchip Technology Incorporated and the Subsidiary Obligors after the elimination of
intercompany transactions and balances among Microchip Technology Incorporated and the Subsidiary Obligors and investments in any subsidiaries (in millions).
The Subsidiary Obligors regularly sell goods and services to non-guarantor subsidiaries (Non-Guarantors) and the Subsidiary Obligors regularly purchase goods
and services from Non-Guarantor through intercompany arrangements. The summarized financial information does not eliminate the effects of these intercompany
arrangements and separately presents the net effect of all of the Subsidiary Obligors’ transactions with Non-Guarantor for the financial measures presented below.
March 31, 2024
Current assets, excluding intercompany
$
470.8 
Intercompany receivables from Non-Guarantors
2,665.6 
Goodwill and intangible assets, net of accumulated amortization
4,619.0 
Non-current assets, excluding intercompany
915.7 
Non-current intercompany receivables from Non-Guarantors
186.6 
Total assets
$
8,857.7 
Current liabilities, excluding intercompany
$
618.1 
Intercompany payables due to Non-Guarantors
5,867.6 
Long-term debt
5,000.4 
Non-current liabilities, excluding intercompany
1,037.7 
Non-current intercompany payables due to Non-Guarantors
2,158.3 
Total liabilities
$
14,682.1 
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Fiscal Year Ended
March 31,
2024
Revenue, excluding intercompany
$
2,242.7 
Revenue from Non-Guarantors
560.4 
Total revenue
$
2,803.1 
Gross profit, excluding intercompany
1,973.4 
Gross loss from Non-Guarantors
(692.9)
Total gross profit
$
1,280.5 
Operating income, excluding intercompany
1,419.9 
Operating loss from Non-Guarantors
(692.9)
Total operating income
$
727.0 
Net income, excluding intercompany
1,198.6 
Net loss from Non-Guarantors
(733.4)
Total net income
$
465.2 
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, 2024, our current and long-term debt totaled $6.02 billion. We have no interest rate exposure to rate changes on our fixed rate debt, which
totaled $5.27 billion as of March 31, 2024. We have interest rate exposure with respect to the $750.0 million of our variable interest rate debt outstanding under
our 2025 Term Loan Facility, as of March 31, 2024. A 50-basis point increase in interest rates would increase our expected annual interest expense for the next 12
months by approximately $3.8 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, new fixed rate notes, term loans, convertible debt, Commercial Paper or other instruments at which point, changes
in interest rates will have a more significant impact on our interest expense if we refinance such fixed rate debt with variable rate debt. 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
57

Table of Contents
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. 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, 2024, 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, 2024, which is included on page F-3.
Changes in Internal Control over Financial Reporting
 
During the three months ended March 31, 2024, 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.
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Item 9B. Other Information
Trading Arrangements
None of our officers or directors adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item
408(c) of Regulation S-K) during the fourth quarter of fiscal 2024.
Change of Control Agreements
On May 21, 2024, our Board of Directors approved a form of Change of Control Severance Agreement (the “Severance Agreement”) and authorized the
Company to enter into such an agreement with Ganesh Moorthy, our Chief Executive Officer and President; Richard Simoncic, our Chief Operating Officer and J.
Eric Bjornholt, our Senior Vice President and Chief Financial Officer. The Severance Agreement provides that following the termination of employment under
certain conditions (as described below) within the period beginning three months prior to a change of control of the company and ending on the two-year
anniversary of the change of control (the “change of control period”), the executive’s employment is terminated by the company other than for “cause,” death or
disability, or the executive resigns for “good reason,” then the executive will be entitled to receive:
•
a lump sum payment equal to twenty four months (for Mr. Moorthy) and eighteen months (for Messrs. Simoncic and Bjornholt) of his then-current annual
base salary;
•
a lump sum payment equal to two hundred percent (200%) (for Mr. Moorthy) and one hundred and fifty percent (150%) (for Messrs. Simoncic and
Bjornholt) of the employee’s highest annual incentive compensation amount paid during any of the preceding three (3) full plan years;
•
a lump sum payment representing the cost of COBRA premiums for medical, vision and dental coverage for the employee and employee’s eligible
dependents for twenty-four months (for Mr. Moorthy) and eighteen months (for Messrs. Simoncic and Bjornholt); and
•
accelerated vesting as to one hundred percent (100%) of the employee’s outstanding equity awards subject to service-based vesting and accelerated
vesting of outstanding equity awards subject to performance-based vesting criteria at the greater of target performance or the amount provided under the
terms of the individual award agreement.
The Severance Agreement conditions receipt of the severance payments and benefits under the agreement on the executive entering into a release of claims
in favor of the company.
The Severance Agreement will supersede and replace the terms of the existing change in control severance agreements with Mr. Moorthy, Mr. Simoncic and
Mr. Bjornholt. The Severance Agreement effects certain changes to the existing change of control agreements for such executives including, for each such
executive, the elimination of the payment to cover excise taxes under Section 4999 of the Internal Revenue Code if the payments provided in the change of
control agreement result in “parachute payments” under Section 280G of the Internal Revenue Code and, for Mr. Bjornholt, the elimination of single-trigger vesting
of all equity compensation upon a change of control.
The foregoing description of the form of Severance Agreement to be entered into with the executives specified above is qualified in its entirety by reference to
the full text of the form of Change in Control Severance Agreement, a copy of which is filed with this Annual Report on Form 10-K as Exhibit 10.27.
Board Member Retirement
On May 20, 2024, Wade Meyercord informed us of his retirement from our Board of Directors effective immediately prior to our Annual Meeting of
Stockholders to be held on August 20, 2024.
We thank Mr. Meyercord for his many years of service on the Board of Directors.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
59

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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information on the members of our Board of Directors is incorporated herein by reference to our proxy statement for our 2024 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 2024 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.
Information with respect to compliance with Section 16(a) of the Exchange Act, is incorporated herein by reference to our proxy statement for our 2024 annual
meeting of stockholders under the caption "Delinquent Section 16(a) Reports."
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 2024 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 2024 annual meeting of stockholders under the caption "Requirements, Including Deadlines, for Receipt of Stockholder
Proposals for the 2024 Annual Meeting of Stockholders; Discretionary Authority to Vote on Stockholder Proposals."
Our Board of Directors has adopted insider trading policies and procedures governing the purchase, sale, or any other disposition of the Company’s securities
and material non-public information that are designed to promote compliance with insider trading laws, rules, regulations, and applicable NASDAQ standards. Our
insider trading policies and procedures apply to the Company and its directors, officers, employees, contractors, agents, service providers, and their immediate
family members and continue to apply so long as they remain in possession of material non-public information. A copy of our insider trading policies and
procedures is filed with this Annual Report on Form 10-K as Exhibit 19.1.
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 2024 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 2024 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 2024 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 2024 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 2024 annual meeting of stockholders.
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Table of Contents
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
2024 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 2024 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 2024 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 2024 annual meeting of stockholders.
61

Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)         The following documents are filed as part of this Form 10-K:
Page
(1)
Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
F-1
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
F-3
Consolidated Balance Sheets as of March 31, 2024 and 2023
F-4
Consolidated Statements of Income for each of the three years in the period ended March 31, 2024
F-5
Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, 2024
F-6
Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, 2024
F-7
Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, 2024
F-9
Notes to Consolidated Financial Statements
F-10
(2)
Financial Statement Schedules
None
(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.
Item 16. Form 10-K Summary
Not applicable.
62

Table of Contents
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File Number
Exhibit
Filing Date
Filed or
Furnished
Herewith
3.1
Amended and Restated Certificate of Incorporation of
Microchip Technology Incorporated
8-K
000-21184
3.1 
August 26, 2021
 
3.2
Amended and Restated Bylaws effective August 22, 2023
8-K
000-21184
3.1 
August 23, 2023
 
4.1
Indenture dated as of February 11, 2015 between
Microchip Technology Incorporated and Wells Fargo Bank,
N.A. (including Form of Global 1.625% Convertible Senior
Subordinated Note due 2025)
8-K
000-21184
4.1 
February 11, 2015
 
4.2
Indenture dated as of February 15, 2017 between
Microchip Technology Incorporated and Wells Fargo Bank,
National Association (including Form of Global 1.625%
Convertible Senior Subordinated Note due 2027)
8-K
000-21184
4.1 
February 15, 2017
 
4.3
Description of Registered Securities
X
 
4.4
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
8-K
000-21184
4.2 
June 3, 2020
 
4.5
Form of 4.250% Senior Note due 2025 (included in Exhibit
4.2 of 8-K filed on June 3, 2020)
8-K
000-21184
4.4 
June 3, 2020
 
4.6
Indenture, dated as of December 1, 2020, between
Microchip Technology Incorporated and Wells Fargo Bank,
National Association, as trustee
8-K
000-21184
4.1 
December 2, 2020
 
4.7
Form of 0.125% Convertible Senior Note due 2024
(included in Exhibit 4.1 of the 8-K filed on December 2,
2020)
8-K
000-21184
4.2 
December 2, 2020
 
4.8
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
8-K
000-21184
4.1 
May 28, 2021
 
4.9
Form of 0.983% Senior Secured Note due 2024 (included
in Exhibit 4.1 of 8-K filed on May 28, 2021)
8-K
000-21184
4.2 
May 28, 2021
 
4.10
Indenture dated February 29, 2024, by and between
Microchip Technology Incorporated and Computershare
Trust Company, National Association, as trustee
S-3ASR
333-277512
4.1 
February 29, 2024
 
4.11
First Supplemental Indenture, dated as of March 7, 2024,
among Microchip Technology Incorporated, the subsidiary
guarantors named therein and Computershare Trust
Company, National Association, as trustee
8-K
000-21184
4.1 
March 7, 2024
 
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EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File Number
Exhibit
Filing Date
Filed or
Furnished
Herewith
4.12
Form of Global Note for the 5.050% Senior Notes due
2029 (included as Exhibit A to Exhibit 4.1)
8-K
000-21184
4.2 
March 7, 2024
 
10.1
Form of Capped Call Confirmation
8-K
000-21184
10.2 
November 20, 2020
 
10.2
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
8-K
000-21184
10.1 
December 16, 2021
 
 
10.3
First Incremental Term Loan Amendment to the Amended
and Restated Credit Agreement, dated as of August 31,
2023, by and among Microchip Technology Incorporated,
the subsidiaries of the Company party thereto, JPMorgan
Chase Bank, N.A., as administrative agent, and the
lenders thereto
10-Q
000-21184
10.4 
November 2, 2023
 
10.4
Form of Dealer Agreement between Microchip Technology
Incorporated, as issuer, and the applicable Dealer party
thereto
8-K
000-21184
10.1 
September 15, 2023
 
10.5
Form of Indemnification Agreement between Registrant
and its directors and certain of its officers
10-K
000-21184
10.4 
May 20, 2022
 
10.6*
Management Incentive Compensation Plan (as amended
through February 26, 2021)
8-K
000-21184
10.1 
March 2, 2021
 
10.7*
Microchip Technology Incorporated Supplemental
Retirement Plan
S-8
333-101696
4.1.1
December 6, 2002
 
10.8*
Amendments to Supplemental Retirement Plan
10-Q
000-21184
10.1 
February 9, 2006
 
10.9*
Amended and Restated Adoption Agreement for the
Microchip Technology Incorporated Supplemental
Retirement Plan dated January 1, 2024
X
 
10.10*
2001 Employee Stock Purchase Plan, as amended and
restated through August 22, 2023
8-K
000-21184
10.1 
August 23, 2023
 
10.11*
1994 International Employee Stock Purchase Plan, as
amended and restated through August 22, 2023
8-K
000-21184
10.2 
August 23, 2023
 
10.12*
2004 Equity Incentive Plan, as amended through April 6,
2023
10-Q
000-21184
10.1 
August 3, 2023
 
10.13*
Form of Notice of Grant for 2004 Equity Incentive Plan
(including Exhibit A Stock Option Agreement)
S-8
333-119939
4.5 
October 25, 2004
 
10.14*
Form of RSU Grant Notice and Global RSU Agreement V-
4004
10-K
000-21184
10.17 
May 30, 2019
 
10.15*
Form of Notice of Stock Option Grant and Stock Option
Agreement
10-K
000-21184
10.18 
May 30, 2019
 
10.16*
Form of CEO RSU Grant and RSU Agreement
10-K
000-21184
10.19 
May 30, 2019
 
64

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EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File Number
Exhibit
Filing Date
Filed or
Furnished
Herewith
10.17*
Form of Notice of Grant of RSU Agreement
10-K
000-21184
10.20 
May 30, 2019
 
10.18*
Notice of Grant of Restricted Stock Units (TSR)
8-K
000-21184
10.1 
January 7, 2020
 
10.19*
Form of Notice of Grant of Restricted Stock Units
(Performance) for 2004 Equity Incentive Plan (including
Exhibit A Performance Matrix)
10-K
000-21184
10.18 
May 20, 2022
 
10.20*
Form of Notice of Grant of Restricted Stock Units for 2004
Equity Incentive Plan
10-K
000-21184
10.19 
May 20, 2022
 
10.21*
Form of Notice of Grant of Restricted Stock Units
(Performance) for 2004 Equity Incentive Plan (including
Exhibit A Performance Matrix)
10-Q
000-21184
10.1 
November 3, 2022
 
10.22*
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
10.1 
February 2, 2023
 
10.23*
Notice of Grant of Restricted Stock Units (PSU, 8
Quarters, Ops Matrix)
10-K
000-21184
10.11 
May 25, 2023
 
10.24*
Notice of Grant of Restricted Stock Units (PSU, 12
Quarters, Updated Ops Matrix)
10-K
000-21184
10.12 
May 25, 2023
 
10.25*
Change of Control Severance Agreement (Single Trigger)
8-K
000-21184
10.1 
December 18, 2008
 
10.26*
Change of Control Severance Agreement (Double Trigger)
8-K
000-21184
10.2 
December 18, 2008
 
10.27*
Change of Control Severance Agreement
X
 
19.1
Insider Trading Policy
X
 
19.2
Requirements for 10b5-1 Trading Plans
X
 
21.1
Subsidiaries of Registrant
X
 
22.1
Subsidiary Guarantors and Issuers of Guaranteed
Securities
X
 
23.1
Consent of Independent Registered Public Accounting
Firm
X
 
24.1
Power of Attorney
X
 
31.1
Certification of Chief Executive Officer Pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act)
X
 
31.2
Certification of Chief Financial Officer Pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act)
X
 
32**
Certifications Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
X
 
97.1
Compensation Recovery Policy
X
 
65

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EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File Number
Exhibit
Filing Date
Filed or
Furnished
Herewith
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
X
 
101.SCH
XBRL Taxonomy Extension Schema Document
X
 
101.CAL
Taxonomy Extension Calculation Linkbase Document
X
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
X
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
X
 
101.PRE
XBRL Taxonomy Presentation Linkbase Document
X
 
104
Cover Page Interactive Data File - the cover page XBRL
tags are embedded within the Inline XBRL document and
contained in Exhibit 101
X
 
*Compensation plans or arrangements in which directors
or executive officers are eligible to participate
 
** Furnished herewith
 
66

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.
 
MICROCHIP TECHNOLOGY INCORPORATED
 
(Registrant)
 
May 23, 2024
By: /s/ Ganesh Moorthy                                                   
 
Ganesh Moorthy
 
President and Chief Executive Officer
67

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 23rd day of May, 2024.
68

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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
President, Chief Executive Officer, and
Director
May 23, 2024
Ganesh Moorthy
(Principal Executive Officer)
/s/ Steve Sanghi
 
 
Executive Chair
 
May 23, 2024
Steve Sanghi
 
 
 
 
 
 
 
 
 
 
/s/ Ellen L. Barker
 
 
Director
 
May 23, 2024
Ellen L. Barker
 
 
 
 
 
/s/ Matthew W. Chapman
Director
May 23, 2024
Matthew W. Chapman
/s/ Karlton D. Johnson
Director
May 23, 2024
Karlton D. Johnson
/s/ Wade F. Meyercord
 
 
Director
 
May 23, 2024
Wade F. Meyercord
 
 
 
 
 
/s/ Robert A. Rango
Director
May 23, 2024
Robert A. Rango
/s/ Karen M. Rapp
Director
May 23, 2024
Karen M. Rapp
/s/ J. Eric Bjornholt
 
 
Senior Vice President and Chief Financial
Officer
 
May 23, 2024
J. Eric Bjornholt
 
 
(Principal Financial and Accounting Officer)
 
 
69

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, 2024
MICROCHIP TECHNOLOGY INCORPORATED
AND SUBSIDIARIES
CHANDLER, ARIZONA

Table of Contents
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
F-1
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
F-3
Consolidated Balance Sheets as of March 31, 2024 and 2023
F-4
Consolidated Statements of Income for each of the three years in the period ended March 31, 2024
F-5
Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, 2024
F-6
Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, 2024
F-7
Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, 2024
F-9
Notes to Consolidated Financial Statements
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, 2024 and
2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for
each of the three years in the period ended March 31, 2024, 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, 2024, 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 23, 2024 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.
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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, 2024, the
Company recognized accrued liabilities for unrecognized tax benefits associated with various tax positions totaling $792.4 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, as applicable, 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 23, 2024
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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, 2024, 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, 2024, 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, 2024 and 2023, 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, 2024, and the related notes and our report dated May 23, 2024 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 23, 2024
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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,
 
2024
2023
Cash and cash equivalents
$
319.7 
$
234.0 
Accounts receivable, net
1,143.7 
1,305.3 
Inventories
1,316.0 
1,324.9 
Other current assets
233.6 
205.1 
Total current assets
3,013.0 
3,069.3 
Property, plant and equipment, net
1,194.6 
1,177.9 
Goodwill
6,675.4 
6,673.6 
Intangible assets, net
2,781.8 
3,369.0 
Long-term deferred tax assets
1,596.5 
1,623.3 
Other assets
611.9 
457.2 
Total assets
$
15,873.2 
$
16,370.3 
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable
$
213.0 
$
396.9 
Accrued liabilities
1,307.0 
1,323.5 
Current portion of long-term debt
999.4 
1,398.2 
Total current liabilities
2,519.4 
3,118.6 
Long-term debt
5,000.4 
5,041.7 
Long-term income tax payable
649.2 
705.7 
Long-term deferred tax liability
28.8 
42.7 
Other long-term liabilities
1,017.6 
948.0 
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; 577,806,659 shares issued and
536,663,691 shares outstanding at March 31, 2024; 577,805,623 shares issued and 545,459,814 shares
outstanding at March 31, 2023
0.5 
0.5 
Additional paid-in capital
2,482.9 
2,413.3 
Common stock held in treasury: 41,142,968 shares at March 31, 2024; 32,345,809 shares at March 31, 2023
(2,581.6)
(1,660.2)
Accumulated other comprehensive loss
(3.5)
(4.1)
Retained earnings
6,759.5 
5,764.1 
Total stockholders' equity
6,657.8 
6,513.6 
Total liabilities and stockholders' equity
$
15,873.2 
$
16,370.3 
See accompanying notes to consolidated financial statements
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Table of Contents
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
Fiscal Year Ended March 31,
 
2024
2023
2022
Net sales
$
7,634.4 
$
8,438.7 
$
6,820.9 
Cost of sales
2,638.7 
2,740.8 
2,371.3 
Gross profit
4,995.7 
5,697.9 
4,449.6 
Research and development
1,097.4 
1,118.3 
989.1 
Selling, general and administrative
734.2 
797.7 
718.9 
Amortization of acquired intangible assets
605.4 
669.9 
862.5 
Special (income) charges and other, net
(12.3)
(4.0)
29.5 
Operating expenses
2,424.7 
2,581.9 
2,600.0 
Operating income
2,571.0 
3,116.0 
1,849.6 
Interest income
7.6 
2.1 
0.5 
Interest expense
(198.3)
(203.9)
(257.0)
Loss on settlement of debt
(12.2)
(8.3)
(113.4)
Other (loss) income, net
(2.2)
3.8 
2.8 
Income before income taxes
2,365.9 
2,909.7 
1,482.5 
Income tax provision
459.0 
672.0 
197.0 
Net income
$
1,906.9 
$
2,237.7 
$
1,285.5 
Basic net income per common share
$
3.52 
$
4.07 
$
2.33 
Diluted net income per common share
$
3.48 
$
4.02 
$
2.27 
Dividends declared per common share
$
1.682 
$
1.263 
$
0.910 
Basic common shares outstanding
542.0 
550.4 
552.3 
Diluted common shares outstanding
548.0 
557.3 
565.9 
See accompanying notes to consolidated financial statements
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Table of Contents
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Fiscal Year Ended March 31,
2024
2023
2022
Net income
$
1,906.9 
$
2,237.7 
$
1,285.5 
Components of other comprehensive income:
Actuarial gains related to defined benefit pension plans, net of tax effect
0.6 
16.6 
7.8 
Change in net foreign currency translation adjustment
— 
(0.1)
(2.2)
Other comprehensive income, net of tax effect
0.6 
16.5 
5.6 
Comprehensive income
$
1,907.5 
$
2,254.2 
$
1,291.1 
See accompanying notes to consolidated financial statements
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Table of Contents
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
 
Fiscal Year Ended March 31,
 
2024
2023
2022
Cash flows from operating activities:
 
 
Net income
$
1,906.9 
$
2,237.7 
$
1,285.5 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
879.5 
998.4 
1,143.5 
Deferred income taxes
(27.2)
205.5 
7.9 
Share-based compensation expense related to equity incentive plans
177.5 
170.4 
210.2 
Loss on settlement of debt
12.2 
8.3 
113.4 
Amortization of debt discount
37.5 
7.2 
44.9 
Amortization of debt issuance costs
7.3 
9.5 
11.5 
Impairment of intangible assets
1.8 
1.8 
3.0 
Other
(26.1)
(1.8)
(11.4)
Changes in operating assets and liabilities, excluding impact of acquisitions:
Decrease (increase) in accounts receivable
161.6 
(232.7)
(74.9)
Decrease (increase) in inventories
12.8 
(483.2)
(177.8)
(Decrease) increase in accounts payable and accrued liabilities
(148.4)
323.4 
192.7 
Change in other assets and liabilities
(64.2)
404.5 
79.4 
Change in income tax payable
(38.5)
(28.0)
14.8 
Net cash provided by operating activities
2,892.7 
3,621.0 
2,842.7 
Cash flows from investing activities:
 
 
Proceeds from sales of assets
0.4 
0.9 
14.1 
Proceeds from capital-related government incentives
6.0 
— 
— 
Investments in other assets
(113.4)
(114.2)
(121.7)
Capital expenditures
(285.1)
(486.2)
(370.1)
Net cash used in investing activities
(392.1)
(599.5)
(477.7)
Cash flows from financing activities:
 
 
Proceeds from borrowings on Revolving Credit Facility
6,271.0 
5,935.0 
4,176.0 
Repayments of Revolving Credit Facility
(6,371.0)
(7,234.1)
(5,123.5)
Proceeds from borrowings on 2025 Term Loan Facility
750.0 
— 
— 
Proceeds from issuance of Commercial Paper
9,039.1 
— 
— 
Repayments of Commercial Paper
(7,688.7)
— 
— 
Proceeds from issuance of senior notes
994.7 
— 
997.0 
Repayment of senior notes
(3,400.0)
— 
(1,000.0)
Payments on settlement of convertible debt
(132.8)
(170.4)
(424.7)
Deferred financing costs
(3.0)
— 
(8.5)
Proceeds from sale of common stock
82.1 
82.3 
70.5 
Tax payments related to shares withheld for vested RSUs
(61.1)
(75.8)
(84.2)
Repurchase of common stock
(982.1)
(945.8)
(425.6)
Payment of cash dividends
(911.5)
(695.3)
(503.8)
Capital lease payments
(1.6)
(0.8)
(0.8)
Net cash used in financing activities
(2,414.9)
(3,104.9)
(2,327.6)
Net increase (decrease) in cash and cash equivalents
85.7 
(83.4)
37.4 
Cash and cash equivalents, and restricted cash at beginning of period
234.0 
317.4 
280.0 
Cash and cash equivalents, and restricted cash at end of period
$
319.7 
$
234.0 
$
317.4 
Supplemental disclosure of cash flow information:
Non-cash activities:
ROU assets obtained in exchange of lease liabilities
$
28.0 
$
38.4 
$
27.5 
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Table of Contents
 
Fiscal Year Ended March 31,
 
2024
2023
2022
Cash paid for:
Interest
$
191.2 
$
181.5 
$
207.8 
Income taxes
$
517.1 
$
482.6 
$
141.4 
Operating lease payments in operating cash flows
$
39.0 
$
39.7 
$
45.7 
    
See accompanying notes to consolidated financial statements
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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
Accumulated Other
Comprehensive Loss
Retained
Earnings
Total Equity
Shares
Amount
Shares
Amount
Balance at March 31, 2021
569.0 
$
2,403.6 
21.9 
$
(433.8)
$
(26.2)
$
3,393.5 
$
5,337.1 
Net income
— 
— 
— 
— 
— 
1,285.5 
1,285.5 
Other comprehensive income
— 
— 
— 
— 
5.6 
— 
5.6 
Proceeds from sales of common stock
through employee equity incentive plans
5.4 
70.5 
— 
— 
— 
— 
70.5 
RSU withholdings
(1.2)
(84.2)
— 
— 
— 
— 
(84.2)
Treasury stock used for new issuances
(4.2)
(63.1)
(4.2)
63.1 
— 
— 
— 
Repurchase of common stock
— 
— 
5.6 
(425.6)
— 
— 
(425.6)
Shares issued to settle convertible debt
8.8 
670.7 
— 
— 
— 
— 
670.7 
Settlement of convertible debt
— 
(668.5)
— 
— 
— 
— 
(668.5)
Share-based compensation
— 
207.5 
— 
— 
— 
— 
207.5 
Cash dividend
— 
— 
— 
— 
— 
(503.8)
(503.8)
Balance at March 31, 2022
577.8 
2,536.5 
23.3 
(796.3)
(20.6)
4,175.2 
5,894.8 
Adoption of ASU 2020-06, cumulative
adjustment
— 
(128.3)
— 
— 
— 
46.5 
(81.8)
Net income
— 
— 
— 
— 
— 
2,237.7 
2,237.7 
Other comprehensive income
— 
— 
— 
— 
16.5 
— 
16.5 
Proceeds from sales of common stock
through employee equity incentive plans
4.9 
82.3 
— 
— 
— 
— 
82.3 
RSU withholdings
(1.0)
(75.8)
— 
— 
— 
— 
(75.8)
Treasury stock used for new issuances
(3.9)
(81.9)
(3.9)
81.9 
— 
— 
— 
Repurchase of common stock
— 
— 
12.9 
(945.8)
— 
— 
(945.8)
Settlement of convertible debt
— 
(91.1)
— 
— 
— 
— 
(91.1)
Share-based compensation
— 
172.1 
— 
— 
— 
— 
172.1 
Cash dividend
— 
— 
— 
— 
— 
(695.3)
(695.3)
Balance at March 31, 2023
577.8 
2,413.8 
32.3 
(1,660.2)
(4.1)
5,764.1 
6,513.6 
Net income
— 
— 
— 
— 
— 
1,906.9 
1,906.9 
Other comprehensive income
— 
— 
— 
— 
0.6 
— 
0.6 
Proceeds from sales of common stock
through employee equity incentive plans
4.0 
82.1 
— 
— 
— 
— 
82.1 
RSU withholdings
(0.9)
(61.1)
— 
— 
— 
— 
(61.1)
Treasury stock used for new issuances
(3.1)
(67.5)
(3.1)
67.5 
— 
— 
— 
Repurchase of common stock
— 
— 
11.9 
(988.9)
— 
— 
(988.9)
Settlement of convertible debt
— 
(65.3)
— 
— 
— 
— 
(65.3)
Share-based compensation
— 
181.4 
— 
— 
— 
— 
181.4 
Cash dividend
— 
— 
— 
— 
— 
(911.5)
(911.5)
Balance at March 31, 2024
577.8 
$
2,483.4 
41.1 
$
(2,581.6)
$
(3.5)
$
6,759.5 
$
6,657.8 
See accompanying notes to consolidated financial statements
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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 of semiconductor products to customers are governed by a purchase order, an order acknowledgment, and a distributor agreement in the case of the
Company's distributor customers. Sales to customers do not meet the definition of a contract until the 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. 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. 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 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.
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.
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Table of Contents
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.
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.
Various taxing authorities in the U.S. and other countries in which the Company does business may 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, 2024, 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 closing of a statutory audit period or changes in applicable
law.  Due to the inherent uncertainty in the estimation process, including the complexity involved to interpret and apply tax laws, 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.
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
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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 records a charge to cost of sales to write down its inventory for estimated excess, obsolete 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 excess or obsolete inventory, 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.
 
The valuation of inventory includes determining which fixed production overhead costs can be included in inventory based on the normal operating capacity of
the Company's manufacturing facilities. 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.
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.
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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.
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.
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
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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, 2024, 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.
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, 2024, the Company recorded $126.5 million of capital-related grants as a reduction to
property, plant and equipment with a
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corresponding offset of $93.2 million within other assets and $27.3 million as a reduction to income taxes payable within accrued liabilities on the consolidated
balance sheets. The Company recognized an immaterial benefit to operating income for operating grants and the reduction of depreciation expense for capital-
related grants in each of fiscal 2024 and 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
performance-based PSUs to executive officers and employees.  The Company also has employee stock purchase plans for eligible employees. Share-based
compensation cost for RSUs with a service condition or performance-based PSUs 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 PSUs is recognized if and when the Company concludes that it is
probable that the performance condition will be achieved. The Company reassesses 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. Prior to
fiscal 2023, the Company granted market-based PSUs to executive officers. As of March 31, 2024, the remaining unearned share-based compensation expense
related to market-based PSUs was immaterial.
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. With the exception of Arrow Electronics, the Company's largest distributor, which accounted for 13% of the
accounts receivable balance as of March 31, 2024 and March 31, 2023, no other customer accounted for more than 10% of the accounts receivable balance for
the periods presented.
 
Distributor advances in the consolidated balance sheets, totaled $413.2 million and $293.6 million at March 31, 2024 and March 31, 2023, 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 provides 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 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 and, upon cancellation, the amounts are due to the Company.
 
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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, 2024, 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 Issued Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07-Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public
entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of
segment profit or loss, and an amount and description of the composition of other segment items to reconcile to segment profit or loss. The amendments in this
update also expand the interim segment disclosure requirements. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024. Early adoption is permitted with retrospective application required for all prior periods presented in
the financial statements. The Company is currently evaluating the applicable disclosures.
In December 2023, the FASB issued ASU 2023-09-Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income
tax disclosures to enhance the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about
income taxes paid. The amendments are intended to address investors’ requests for income tax disclosures that provide more information to help them better
understand an entity’s exposure to potential changes in tax laws and the ensuing risks and opportunities and to assess income tax information that affects cash
flow forecasts and capital allocation decisions. The guidance also eliminates certain existing disclosure requirements related to uncertain tax positions and
unrecognized deferred tax liabilities. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 with early
adoption permitted. All entities should apply the guidance prospectively but have the option to apply it retrospectively. The Company is continuing to assess the
timing of adoption and the potential impacts of ASU 2023-09.
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Note 2. Net Sales
The following table represents the Company's net sales by product line (in millions):
Fiscal Year Ended March 31,
2024
2023
2022
Mixed-signal Microcontrollers
$
4,272.4 
$
4,755.7 
$
3,814.8 
Analog
2,016.4 
2,376.9 
1,939.1 
Other
1,345.6 
1,306.1 
1,067.0 
Total net sales
$
7,634.4 
$
8,438.7 
$
6,820.9 
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):
Fiscal Year Ended March 31,
2024
2023
2022
Distributors
$
3,620.8 
$
3,993.6 
$
3,248.7 
Direct customers
3,910.3 
4,284.1 
3,450.2 
Licensees
103.3 
161.0 
122.0 
Total net sales
$
7,634.4 
$
8,438.7 
$
6,820.9 
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. 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.
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, 2024, the Company had approximately $933.0 million of deferred revenue,
of which $261.8 million is included within accrued liabilities and the remaining $671.2 million is included within other long-term liabilities on the Company's
consolidated balance sheet. 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 sheets. Deferred revenue represents amounts that have been invoiced in advance which are expected to be recognized as revenue in future
periods.
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Approximately $126.1 million of deferred revenue recorded on the Company's consolidated balance sheets as of March 31, 2023, was recognized as revenue
during fiscal 2024. 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 fiscal 2022.
Of the $933.0 million of deferred revenue as of March 31, 2024, $839.7 million is cash collected from customers under LTSAs, of which $175.4 million is
included within accrued liabilities and $664.3 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
$3.51 billion as of March 31, 2024, of which approximately 25% 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 conditions. Accordingly, the amount may
not be indicative of net sales in future periods. The remaining $93.3 million of deferred revenue as of March 31, 2024 is related to other cash payments received
from customers in advance of the Company’s performance obligations being satisfied. Most of the $93.3 million will be recognized as net sales within the next 12
months. The amount of firmly committed orders with performance obligations in excess of 12 months at the time of order is immaterial.
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
contract liabilities are generally not 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.
The following table represents net sales and gross profit for each segment (in millions):
Fiscal Year Ended March 31,
2024
2023
2022
Net Sales
Gross Profit
Net Sales
Gross Profit
Net Sales
Gross Profit
Semiconductor products
$
7,531.1 
$
4,892.4 
$
8,277.7 
$
5,536.9 
$
6,698.9 
$
4,327.6 
Technology licensing
103.3 
103.3 
161.0 
161.0 
122.0 
122.0 
Total
$
7,634.4 
$
4,995.7 
$
8,438.7 
$
5,697.9 
$
6,820.9 
$
4,449.6 
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
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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):
March 31,
2024
2023
United States
$
826.8 
$
793.4 
Thailand
152.2 
179.4 
Various other countries
371.9 
359.1 
Total long-lived assets
$
1,350.9 
$
1,331.9 
Sales to unaffiliated customers located outside the U.S., primarily in Asia and Europe, aggregated approximately 75% of consolidated net sales for fiscal 2024
and approximately 78% of consolidated net sales for each of fiscal 2023 and fiscal 2022. Sales to customers in Europe represented approximately 24%, 21% and
20% of consolidated net sales for fiscal 2024, fiscal 2023 and fiscal 2022, respectively.  Sales into Germany represented approximately 10% of consolidated net
sales for fiscal 2024. Sales to customers in Asia represented approximately 47%, 53% and 55% of consolidated net sales for fiscal 2024, fiscal 2023 and fiscal
2022, respectively.  Within Asia, sales into China represented approximately 18%, 21%, 22% of consolidated net sales for fiscal 2024, fiscal 2023 and fiscal 2022,
respectively. Sales into Taiwan represented approximately 12%, 14% and 15% of consolidated net sales for fiscal 2024, 2023 and 2022, 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 12% of net sales in fiscal 2024 and 11% of net sales in fiscal
2023, no other distributor or direct customer accounted for more than 10% of net sales in either of fiscal 2024, fiscal 2023 or fiscal 2022.
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):
Fiscal Year Ended March 31,
2024
2023
2022
Net income
$
1,906.9 
$
2,237.7 
$
1,285.5 
Basic weighted average common shares outstanding
542.0 
550.4 
552.3 
Dilutive effect of stock options and RSUs
5.1 
5.2 
7.1 
Dilutive effect of 2015 Senior Convertible Debt
0.2 
0.6 
2.6 
Dilutive effect of 2017 Senior Convertible Debt
0.7 
1.0 
3.1 
Dilutive effect of 2017 Junior Convertible Debt
— 
0.1 
0.8 
Diluted weighted average common shares outstanding
548.0 
557.3 
565.9 
Basic net income per common share
$
3.52 
$
4.07 
$
2.33 
Diluted net income per common share
$
3.48 
$
4.02 
$
2.27 
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. 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.  
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Table of Contents
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):
Fiscal Year Ended March 31,
2024
2023
2022
2015 Senior Convertible Debt
$
29.02 
$
29.58 
$
30.10 
2017 Senior Convertible Debt
$
45.26 
$
46.14 
$
46.93 
2020 Senior Convertible Debt
$
91.91 
$
92.82 
$
93.34 
2017 Junior Convertible Debt
$
44.81 
$
45.32 
$
46.10 
The weighted average conversion price per share for the 2017 Junior Convertible Debt was prior to the settlement of the outstanding principal amount in
May 2023.
Note 5. Debt
Debt obligations included in the consolidated balance sheets consisted of the following (in millions):
Coupon
Interest Rate
Effective
Interest Rate
March 31,
2024
2023
Revolving Credit Facility
$
— 
$
100.0 
2025 Term Loan Facility
750.0 
— 
Commercial Paper
1,359.0 
— 
4.333% 2023 Notes
4.333%
4.7%
— 
1,000.0 
2.670% 2023 Notes
2.670%
2.8%
— 
1,000.0 
0.972% 2024 Notes
0.972%
1.1%
— 
1,400.0 
0.983% 2024 Notes
0.983%
1.1%
1,000.0 
1,000.0 
4.250% 2025 Notes
4.250%
4.6%
1,200.0 
1,200.0 
5.050% 2029 Notes
5.050%
5.2%
1,000.0 
— 
Total Senior Indebtedness
5,309.0 
5,700.0 
Senior Subordinated Convertible Debt - Principal Outstanding
2015 Senior Convertible Debt
1.625%
1.8%
6.7 
12.4 
2017 Senior Convertible Debt
1.625%
1.8%
38.0 
82.2 
2020 Senior Convertible Debt
0.125%
0.5%
665.5 
665.5 
Junior Subordinated Convertible Debt - Principal Outstanding
2017 Junior Convertible Debt
2.250%
2.3%
— 
6.5 
Total Convertible Debt
710.2 
766.6 
Gross long-term debt including current maturities
6,019.2 
6,466.6 
Less: Debt discount
(13.9)
(10.4)
Less: Debt issuance costs
(5.5)
(16.3)
Net long-term debt including current maturities
5,999.8 
6,439.9 
Less: Current maturities
(999.4)
(1,398.2)
Net long-term debt
$
5,000.4 
$
5,041.7 
 The 4.333% 2023 Notes matured on June 1, 2023 and prior to maturity interest accrued 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 matured on September 1, 2023 and prior to maturity interest accrued 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 matured on February 15, 2024 and prior to
maturity interest accrued 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, 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. The 5.050% 2029 Notes mature on March 15, 2029 and interest accrues at a rate of 5.050% per annum, payable semi-annually in arrears on March 15
and September 15 of each year.
 All outstanding Senior Notes and the Revolving Credit Facility are senior unsecured debt.
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Table of Contents
The unamortized discount consists of the following (in millions):
March 31,
2024
2023
Commercial Paper
$
(3.9)
$
— 
4.333% 2023 Notes
— 
(0.2)
2.670% 2023 Notes
— 
(0.4)
0.972% 2024 Notes
— 
(1.2)
0.983% 2024 Notes
(0.4)
(1.3)
4.250% 2025 Notes
(4.4)
(7.3)
5.050% 2029 Notes
(5.2)
— 
Total unamortized discount
$
(13.9)
$
(10.4)
Debt issuance costs consist of the following (in millions):
March 31,
2024
2023
Revolving Credit Facility
$
— 
$
(8.6)
2025 Term Loan Facility
(0.7)
— 
4.333% 2023 Notes
— 
(0.4)
2.670% 2023 Notes
— 
(0.2)
0.972% 2024 Notes
— 
(0.6)
0.983% 2024 Notes
(0.2)
(0.8)
4.250% 2025 Notes
(0.6)
(0.9)
5.050% 2029 Notes
(2.2)
— 
2017 Senior Convertible Debt
(0.1)
(0.4)
2020 Senior Convertible Debt
(1.7)
(4.4)
Total debt issuance costs
$
(5.5)
$
(16.3)
As of March 31, 2024, current maturities consisted of the 0.983% 2024 Notes, which mature on September 1, 2024. As of March 31, 2024, the outstanding
Commercial Paper which matures within the three months ending June 30, 2024, and the 2020 Senior Convertible Debt which matures on November 15,
2024, and will be convertible on August 15, 2024, 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, 2024, the 2015 Senior Convertible Debt which mature on February 15,
2025, and the 2017 Senior Convertible Debt were convertible and are 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. As of March 31, 2023, current maturities
consisted of the 0.972% 2024 Notes which matured on February 15, 2024. As of March 31, 2023, the 2.670% 2023 Notes, which matured on September 1,
2023, and the 4.333% 2023 Notes, which matured on June 1, 2023, were excluded from current maturities as the Company had 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, the 2015 Senior Convertible Debt, the 2017
Senior Convertible Debt and the 2017 Junior Convertible Debt were excluded from current maturities as the Company had 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 based on the contractual maturity dates as of March 31, 2024, are as follows (in millions):
Fiscal year ending March 31,
Amount
2025
$
3,031.2 
2026
1,950.0 
2027
38.0 
2028
— 
2029
1,000.0 
Total
$
6,019.2 
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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 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; 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 - On April 1, 2022, the Company irrevocably elected cash settlement for the principal amount of its Convertible Debt. 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).
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, 2024
Conversion Rate
Approximate Conversion
Price
Incremental Share
Factor
Maximum Conversion
Rate
2015 Senior Convertible Debt
34.7329 
$
28.79 
17.3682 
48.6252 
2017 Senior Convertible Debt
22.2722 
$
44.90 
11.1369 
31.7380 
2020 Senior Convertible Debt
10.9310 
$
91.48 
— 
15.3034 
As of March 31, 2024, the 2020 Senior Convertible Debt was not convertible. As of March 31, 2024, the holders of each of the 2015 Senior Convertible Debt
and 2017 Senior Convertible Debt have the right to convert their notes between April 1, 2024 and June 30, 2024 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, 2024. As of
March 31, 2024, the adjusted conversion rate for the 2015 Senior Convertible Debt and the 2017 Senior Convertible Debt would be increased to 46.5270
shares of common stock and 27.8352 shares of common stock, respectively, per $1,000 principal amount of notes based on the closing price of $89.71 per
share of common stock to include an additional maximum incremental share rate per the terms of the applicable indenture. As of March 31, 2024, each of the
2015 Senior Convertible Debt and 2017 Senior Convertible Debt had a conversion value in excess of par of $21.4 million and $56.9 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 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.
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Table of Contents
Interest expense consists of the following (in millions):
Fiscal Year Ended March 31,
2024
2023
2022
Debt issuance cost amortization
$
4.5 
$
6.8 
$
9.1 
Debt discount amortization
37.5 
7.2 
7.0 
Interest expense
147.3 
179.3 
187.1 
Total interest expense on Senior Indebtedness
189.3 
193.3 
203.2 
Debt issuance cost amortization
2.8 
2.7 
2.4 
Debt discount amortization
— 
— 
37.9 
Coupon interest expense
1.7 
2.9 
8.1 
Total interest expense on Convertible Debt
4.5 
5.6 
48.4 
Other interest expense
4.5 
5.0 
5.4 
Total interest expense
$
198.3 
$
203.9 
$
257.0 
The Company's debt settlement transactions consists of the following (in millions) :
Principal
Amount
Settled
Consideration
Fair Value
Settled
Equity
Component
Net Loss on
Inducements and
Settlements
Cash Paid
Value of
Shares
Issued
Debt
Issued
Total
February 2024
0.972% 2024 Notes
$
1,400.0 
$
1,400.0 
$
— 
$
— 
$
1,400.0 
$
— 
$
— 
$
— 
September 2023
2.670% 2023 Notes
$
1,000.0 
$
1,000.0 
$
— 
$
— 
$
1,000.0 
$
— 
$
— 
$
— 
August 2023
2017 Senior Convertible
Debt
$
18.2 
$
42.7 
$
— 
$
— 
$
42.7 
$
— 
$
— 
$
3.1 
June 2023
4.333% 2023 Notes
$
1,000.0 
$
1,000.0 
$
— 
$
— 
$
1,000.0 
$
— 
$
— 
$
— 
May 2023
2015 Senior Convertible
Debt
$
5.6 
$
18.9 
$
— 
$
— 
$
18.9 
$
— 
$
— 
$
0.4 
2017 Senior Convertible
Debt
$
25.9 
$
56.3 
$
— 
$
— 
$
56.3 
$
— 
$
— 
$
6.6 
2017 Junior Convertible
Debt
$
6.5 
$
14.9 
$
— 
$
— 
$
14.9 
$
— 
$
— 
$
2.1 
August 2022
2015 Senior Convertible
Debt
$
22.0 
$
67.7 
$
— 
$
— 
$
67.7 
$
— 
$
— 
$
1.3 
2017 Senior Convertible
Debt
$
14.9 
$
29.2 
$
— 
$
— 
$
29.2 
$
— 
$
— 
$
0.8 
May 2022
2017 Senior Convertible
Debt
$
31.0 
$
65.3 
$
— 
$
— 
$
65.3 
$
— 
$
— 
$
5.9 
2017 Junior Convertible
Debt
$
3.6 
$
8.2 
$
— 
$
— 
$
8.2 
$
— 
$
— 
$
0.3 
February 2022
2017 Senior Convertible
Debt
$
64.9 
$
64.9 
$
74.6 
$
— 
$
139.5 
$
60.0 
$
75.5 
$
11.8 
December 2021
2015 Senior Convertible
Debt
$
36.6 
$
36.6 
$
103.9 
$
— 
$
140.5 
$
36.2 
$
104.2 
$
4.1 
2017 Senior Convertible
Debt
$
39.7 
$
39.7 
$
61.4 
$
— 
$
101.1 
$
37.4 
$
63.0 
$
6.3 
2017 Junior Convertible
Debt
$
19.9 
$
19.9 
$
31.6 
$
— 
$
51.5 
$
15.7 
$
35.9 
$
5.1 
Revolving Credit Facility
$
— 
$
— 
$
— 
$
— 
$
— 
$
— 
$
— 
$
0.6 
August 2021
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Table of Contents
Principal
Amount
Settled
Consideration
Fair Value
Settled
Equity
Component
Net Loss on
Inducements and
Settlements
Cash Paid
Value of
Shares
Issued
Debt
Issued
Total
2015 Senior Convertible
Debt
$
70.4 
$
70.4 
$
159.9 
$
— 
$
230.3 
$
71.0 
$
158.9 
$
10.6 
2017 Senior Convertible
Debt
$
100.7 
$
100.7 
$
123.5 
$
— 
$
224.2 
$
100.0 
$
113.0 
$
31.5 
2017 Junior Convertible
Debt
$
92.5 
$
92.5 
$
115.8 
$
— 
$
208.3 
$
87.7 
$
116.6 
$
43.1 
June 2021
3.922% 2021 Notes
$
1,000.0 
$
1,000.0 
$
— 
$
— 
$
1,000.0 
$
— 
$
— 
$
0.3 
The Company settled portions of its convertible debt in privately negotiated transactions that are accounted for as induced conversions.
Prior to the 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.
The Company used proceeds from the issuance of Commercial Paper and borrowings under its Revolving Credit Facility to finance such settlement.
The Company used borrowings under its 2025 Term Loan Facility and its Revolving Credit Facility to finance the settlement.
The Company used borrowings under its Revolving Credit Facility to finance a portion of such settlement.
The Company used cash generated from operations to finance a portion of such settlement.
In connection with the amendment and restatement of its Credit Agreement, the Company recognized a loss on settlement of debt of $0.6 million.
The Company used borrowings under its Revolving Credit Facility to finance a portion of such settlement.
The Company used proceeds from the issuance of the 0.983% 2024 Notes to finance a portion of such settlement.
In December 2020, 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.
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.
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Table of Contents
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, 2024, the Company was in compliance with these financial covenants.
In August 2023, the amended and restated Credit Agreement, dated as of December 16, 2021, was amended by the first incremental term loan amendment,
dated as of August 31, 2023. Pursuant to this amendment, the Company borrowed an aggregate principal amount of $750.0 million under the new 2025 Term
Loan Facility bearing interest at the Adjusted Term SOFR Rate, plus a margin of 1.125% to 1.5%, or Alternate Base Rate, plus a margin of 0.125% to 0.5%, with a
maturity date of August 31, 2025. The interest rate margins are determined based on the Company's credit rating.
Commercial Paper
In September 2023, the Company established a Commercial Paper program under which the Company may issue short-term unsecured promissory notes up
to a maximum principal amount outstanding at any time of $2.75 billion with a maturity of up to 397 days from the date of issue. The Company's obligations with
respect to the payment of the Commercial Paper are guaranteed by certain of its subsidiaries. The Commercial Paper will be sold at a discount from par or
alternatively, will be sold at par and bear interest rates that will vary based on market conditions and the time of issuance. The Company's intention is to reduce
the amounts that would otherwise be available to borrow under the Company's Revolving Credit Facility by the outstanding amount of Commercial Paper. As of
March 31, 2024, the Company had $1.36 billion of principal amount of Commercial Paper outstanding. The weighted-average interest rate of the Company's
outstanding Commercial Paper was 5.58% as of March 31, 2024.
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 specific 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 of the notes of such
series repurchased, plus accrued and unpaid interest, if any, but excluding, the repurchase date.
Each indenture governing the applicable series of Senior Notes contain 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 obligation under the Credit Agreement, the
2025 Term Loan Facility and 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.
5.050% 2029 Notes
In March 2024, the Company issued $1.00 billion aggregate principal amount of 5.050% 2029 Notes in a public offering. In connection with the issuance of the
5.050% 2029 Notes, the Company incurred issuance costs of $2.3 million and recorded a debt discount of $5.3 million which includes fees deducted from the
proceeds, which will both be amortized using the effective interest method over the term of the debt.
Prior to March 15, 2029 (Par Call Date) the Company may, at its option, redeem some or all of the 5.050% 2029 Notes prior to March 15, 2029 at a
redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i)(x) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, as defined in the indenture governing the terms of the
5.050% 2029 Notes (the 5.050% 2029 Notes Indenture), plus 15 basis points less (y) interest
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accrued to the date of redemption, and (ii) 100% of the principal amount of the 5.050% 2029 Notes to be redeemed, plus, in either case, accrued and unpaid
interest thereon to, but excluding, the redemption date. On or after the Par Call Date, the Company may redeem the 5.050% 2029 Notes, in whole or in part, at
any time and from time to time, at a redemption price equal to 100% of the principal amount of the 5.050% 2029 Notes being redeemed, plus any accrued and
unpaid interest thereon to, but excluding, the redemption date.
If the Company experiences a specific change of control triggering event, the Company must offer to repurchase the 5.050% 2029 Notes at a price equal to
101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest, to, but excluding, the repurchase date.
The 5.050% 2029 Notes Indenture 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, 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. These covenants are subject to a number of limitations and exceptions set forth in the 5.050% 2029
Notes Indenture.
The 5.050% 2029 Notes are guaranteed by certain of the Company's subsidiaries that have also guaranteed the obligation under the Credit Agreement, 2025
Term Loan Facility and under the Company's existing Senior Indebtedness.
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-
Observable inputs such as quoted prices in active markets;
Level 2-
Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3-
Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
 
The carrying amount of cash equivalents approximates fair value because their maturity is less than three months. 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, the 2025 Term Loan Facility, and the Commercial Paper, 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, the 2025 Term Loan
Facility, and the Commercial Paper at March 31, 2024 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.
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The following table shows the carrying amounts and fair values of the Company's debt obligations (in millions):
March 31,
2024
2023
Carrying Amount
Fair Value
Carrying Amount
Fair Value
Revolving Credit Facility
$
— 
$
— 
$
91.4 
$
100.0 
2025 Term Loan Facility
749.3 
750.0 
— 
— 
Commercial Paper
1,355.1 
1,359.0 
— 
— 
4.333% 2023 Notes
— 
— 
999.4 
997.1 
2.670% 2023 Notes
— 
— 
999.4 
985.4 
0.972% 2024 Notes
— 
— 
1,398.2 
1,337.6 
0.983% 2024 Notes
999.4 
979.6 
997.9 
941.9 
4.250% 2025 Notes
1,195.0 
1,181.8 
1,191.8 
1,176.0 
5.050% 2029 Notes
992.6 
1,000.6 
— 
— 
2015 Senior Convertible Debt
6.7 
25.6 
12.4 
41.8 
2017 Senior Convertible Debt
37.9 
101.3 
81.8 
189.6 
2020 Senior Convertible Debt
663.8 
708.8 
661.1 
732.1 
2017 Junior Convertible Debt
— 
— 
6.5 
14.5 
Total
$
5,999.8 
$
6,106.7 
$
6,439.9 
$
6,516.0 
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):
March 31, 2024
Gross Amount
Accumulated
Amortization
Net Amount
Core and developed technology
$
7,221.3 
$
(4,590.9)
$
2,630.4 
Customer-related
196.7 
(140.8)
55.9 
Software licenses
230.7 
(135.2)
95.5 
Total
$
7,648.7 
$
(4,866.9)
$
2,781.8 
March 31, 2023
Gross Amount
Accumulated
Amortization
Net Amount
Core and developed technology
$
7,296.2 
$
(4,103.4)
$
3,192.8 
Customer-related
199.8 
(128.0)
71.8 
In-process research and development
5.7 
— 
5.7 
Software licenses
211.7 
(113.0)
98.7 
Distribution rights and other
0.3 
(0.3)
— 
Total
$
7,713.7 
$
(4,344.7)
$
3,369.0 
The following is an expected amortization schedule for the intangible assets for fiscal 2025 through fiscal 2029, absent any future acquisitions or impairment
charges (in millions):
Fiscal Year Ending March 31,
Amortization Expense
2025
$
561.3 
2026
$
489.8 
2027
$
388.8 
2028
$
300.2 
2029
$
230.5 
(1)
(1)
(1) 
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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):
Fiscal Year Ended March 31,
2024
2023
2022
Amortization expense charged to cost of sales
$
12.2 
$
15.8 
$
12.4 
Amortization expense charged to operating expense
676.9 
737.9 
922.0 
Total amortization expense
$
689.1 
$
753.7 
$
934.4 
Goodwill activity by segment was as follows (in millions):
 
Semiconductor Products
Reporting Unit
Technology Licensing
Reporting Unit
Balance at March 31, 2022
$
6,654.4 
$
19.2 
Additions
— 
— 
Balance at March 31, 2023
$
6,654.4 
$
19.2 
Additions
1.8 
— 
Balance at March 31, 2024
$
6,656.2 
$
19.2 
At March 31, 2024, the Company applied a qualitative goodwill impairment test to its two reporting units, and concluded that goodwill was not impaired.
Through March 31, 2024, the Company has never recorded a goodwill impairment charge.
Note 8. Other Financial Statement Details
Accounts Receivable
 
Accounts receivable consists of the following (in millions):
 
March 31,
2024
2023
Trade accounts receivable
$
1,141.7 
$
1,300.4 
Other
10.1 
13.5 
Total accounts receivable, gross
1,151.8 
1,313.9 
Less: allowance for expected credit losses
8.1 
8.6 
Total accounts receivable, net
$
1,143.7 
$
1,305.3 
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 $64.9 million and $775.0 million during fiscal 2024 and fiscal
2023, respectively. The Company paused this program in the second quarter of fiscal 2024. Factoring fees for the sales of receivables were recorded in other
(loss) income, net and were not material for any of the periods presented.
Inventories
The components of inventories consist of the following (in millions):
 
March 31,
2024
2023
Raw materials
$
184.0 
$
192.6 
Work in process
797.5 
809.8 
Finished goods
334.5 
322.5 
Total inventories
$
1,316.0 
$
1,324.9 
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Table of Contents
Property, Plant and Equipment
Property, plant and equipment consists of the following (in millions):
 
March 31,
2024
2023
Land
$
89.3 
$
89.3 
Building and building improvements
796.3 
716.4 
Machinery and equipment
2,778.1 
2,669.1 
Projects in process
349.6 
354.3 
Total property, plant and equipment, gross
4,013.3 
3,829.1 
Less: accumulated depreciation and amortization
2,818.7 
2,651.2 
Total property, plant and equipment, net
$
1,194.6 
$
1,177.9 
 
Depreciation expense attributed to property, plant and equipment was $190.4 million, $244.7 million and $209.1 million for the fiscal years ended March 31,
2024, 2023 and 2022, respectively. The changes in depreciation expense in the fiscal years ended March 31, 2024, and 2023, includes the impact of higher
production levels, manufacturing expansion activities and moving and repurposing floor space and equipment. As of March 31, 2024, the Company recorded
$126.5 million of capital-related grants for qualifying capital expenditures as a reduction to property, plant and equipment, compared to $81.0 million as of
March 31, 2023.
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, 2024, the Company’s evaluation of its property, plant and equipment did not result in
any material impairments.
Accrued Liabilities
Accrued liabilities consists of the following (in millions):
 
March 31,
2024
2023
Accrued compensation and benefits
$
117.8 
$
193.5 
Income taxes payable
90.8 
106.2 
Deferred revenue
261.8 
121.4 
Sales related reserves
580.6 
536.1 
Current portion of lease liabilities
32.6 
31.5 
Accrued expenses and other liabilities
223.4 
334.8 
Total accrued liabilities
$
1,307.0 
$
1,323.5 
Note 9. Leases
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.
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Table of Contents
The Company's leases are included as a component of the following balance sheet lines (in millions):
March 31,
2024
2023
Other assets:
ROU assets
$
156.3 
$
154.0 
Total lease assets
$
156.3 
$
154.0 
Accrued liabilities:
Current portion of lease liabilities
$
32.6 
$
31.5 
Other long-term liabilities:
Non-current portion of lease liabilities
128.7 
128.6 
Total lease liabilities
$
161.3 
$
160.1 
The following table presents the maturities of lease liabilities as of March 31, 2024 (in millions):
Fiscal year ending March 31,
Operating Leases
2025
$
41.4 
2026
37.6 
2027
33.1 
2028
23.5 
2029
14.9 
Thereafter
35.2 
Total lease payments
185.7 
Less: Imputed lease interests
24.4 
Total lease liabilities
$
161.3 
The Company's weighted-average remaining lease-term and weighted-average discount rate at March 31, 2024 are as follows:
Weighted average remaining lease-term (years)
5.61
Weighted average discount rate
4.52 %
The Company's total lease expense is as follows (in millions):
 
Fiscal Year Ended March 31,
2024
2023
2022
Operating lease expense
$
60.4 
$
56.6  $
58.4 
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.
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Table of Contents
Total purchase commitments as of March 31, 2024, are as follows (in millions):
Fiscal Year Ending March 31,
Purchase Commitments
2025
$
516.7 
2026
212.7 
2027
194.8 
2028
172.2 
2029
90.4 
Thereafter
86.9 
Total
$
1,273.7 
Indemnification Contingencies
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 $189.0 million. There are some licensing agreements in place that do
not specify indemnification limits. As of March 31, 2024, 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 (other than certain tax matters in the U.S. and
Malaysia as
described in Note 11 below) 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 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.
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, 2024, the Company's estimate of
the aggregate potential liability for legal matters that is possible but not probable is approximately $125.0 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):
 
Fiscal Year Ended March 31,
 
2024
2023
2022
Income before income taxes:
U.S.
$
555.5 
$
674.7 
$
132.2 
Foreign
1,810.4 
2,235.0 
1,350.3 
Total income before income taxes
$
2,365.9 
$
2,909.7 
$
1,482.5 
Current provision (benefit):
 
 
 
U.S. Federal
$
347.5 
$
389.5 
$
191.6 
State
20.0 
5.0 
3.7 
Foreign
118.7 
72.0 
(6.2)
Total current provision
$
486.2 
$
466.5 
$
189.1 
Deferred provision (benefit):
 
 
 
U.S. Federal
$
(106.4)
$
53.7 
$
(78.7)
State
(12.3)
4.6 
(9.1)
Foreign
91.5 
147.2 
95.7 
Total deferred provision (benefit)
(27.2)
205.5 
7.9 
Income tax provision
$
459.0 
$
672.0 
$
197.0 
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 are as follows (amounts in millions):
 
Fiscal Year Ended March 31,
 
2024
2023
2022
Computed expected income tax provision
$
496.8 
$
611.0 
$
311.3 
State income taxes, net of federal benefit
15.7 
8.6 
3.5 
Effects of foreign operations - rate differential
(149.3)
(184.0)
(96.8)
Effects of foreign operations - other, net of foreign tax credits
212.2 
258.9 
139.9 
Foreign-derived intangible income ("FDII")
(3.6)
— 
(27.3)
Change in uncertain tax positions
5.8 
50.6 
(47.1)
Share-based compensation
(8.4)
(11.4)
(17.6)
R&D tax credits
(69.8)
(63.8)
(49.5)
Income tax holidays
(22.5)
(26.7)
(22.5)
Convertible debt settlement
0.7 
0.7 
(25.5)
Other
10.0 
19.0 
28.6 
Change in valuation allowance
(28.6)
9.1 
— 
Income tax provision
$
459.0 
$
672.0 
$
197.0 
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 2025 and 2032, 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 $22.5 million, $26.7 million, and $22.5 million in fiscal 2024, fiscal 2023, and fiscal 2022, respectively. The impact of the tax holidays
increased each of the basic and diluted net income per common share by $0.04 in fiscal 2024, $0.05 in fiscal 2023, and $0.04 in fiscal 2022.
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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):
 
March 31,
 
2024
2023
Deferred tax assets:
 
 
Accrued expenses
$
50.2 
$
64.7 
Capital loss carryforward
10.5 
11.0 
Income tax credits
267.8 
312.7 
Intangible assets
1,374.8 
1,328.7 
Inventory valuation
72.0 
40.0 
Lease liabilities
36.2 
35.8 
Net operating loss carryforward
64.8 
73.9 
Property, plant and equipment
— 
7.0 
Share-based compensation
40.6 
37.7 
Other
15.5 
4.0 
Gross deferred tax assets
1,932.4 
1,915.5 
Valuation allowances
(270.8)
(299.4)
Deferred tax assets, net of valuation allowances
1,661.6 
1,616.1 
Deferred tax liabilities:
 
 
Intangible assets
(59.0)
(1.6)
ROU assets
(34.5)
(33.9)
Property, plant and equipment
(0.4)
— 
Deferred tax liabilities
(93.9)
(35.5)
Net deferred tax asset
$
1,567.7 
$
1,580.6 
Reported as:
Non-current deferred tax assets
$
1,596.5 
$
1,623.3 
Non-current deferred tax liability
(28.8)
(42.7)
Net deferred tax asset
$
1,567.7 
$
1,580.6 
 
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, 2024 were as follows (amounts
in millions):
Balance at Beginning
of Year
Additions Charged to
Costs and Expenses
Deductions
Balance at End of
Year
Fiscal 2024
$
299.4 
$
6.5 
$
(35.1)
$
270.8 
Fiscal 2023
$
290.3 
$
19.3 
$
(10.2)
$
299.4 
Fiscal 2022
$
290.3 
$
7.1 
$
(7.1)
$
290.3 
The Company had federal, state and foreign NOL carryforwards with an estimated tax effect of $64.8 million available at March 31, 2024, which expire at
various times between fiscal 2025 and fiscal 2044, of which a portion of the NOL carryforwards do not expire. The Company had capital loss carryforwards with an
estimated tax effect of $10.5 million available at March 31, 2024, which begin to expire in fiscal 2025. The Company had federal, state and foreign credits of
$250.0 million available at March 31, 2024, which begin to expire in fiscal 2025. The Company had refundable tax credits in foreign jurisdictions of $17.8 million
available at March 31, 2024.
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
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Table of Contents
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 $293.6 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, 2024, the Company's transition tax
payable was $132.1 million, of which $58.7 million is payable within the next 12 months and is included within accrued liabilities and the remaining $73.4 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 potential income tax liabilities for positions that are not more than likely than not to be
sustained 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, 2024
(amounts in millions): 
 
Fiscal Year Ended March 31,
 
2024
2023
2022
Beginning gross unrecognized tax benefit
$
848.0 
$
804.1 
$
826.3 
Decreases related to settlements with tax authorities
(5.8)
(0.4)
(0.4)
Decreases related to statute of limitation expirations
(3.3)
(11.7)
(12.6)
Increases related to current year tax positions
37.4 
65.9 
28.2 
Decreases related to prior year tax positions
(83.9)
(9.9)
(37.4)
Ending gross unrecognized tax benefits
$
792.4 
$
848.0 
$
804.1 
 
As of March 31, 2024 and March 31, 2023, the Company had accrued interest and penalties related to tax contingencies of $104.6 million and $80.4 million,
respectively, included within long-term income tax payable on the consolidated balance sheets. During the fiscal years ended March 31, 2024 and March 31,
2023, interest and penalties charged to operations were $24.2 million and $7.6 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 2023. In some jurisdictions, the Company has received tax assessments in
F-34

Table of Contents
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 2024, additional assessments were received for these issues and the Company’s position remains unchanged.
The total amount of gross unrecognized tax benefits was $792.4 million and $848.0 million as of March 31, 2024, and March 31, 2023, respectively, of which
$682.4 million and $729.3 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 arising from new information, status of tax
examinations, and legislative changes. The Company estimates that it is reasonably possible unrecognized tax benefits as of March 31, 2024, 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 Statutory Notice of Deficiency (2007 to 2012 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, the Company filed a petition in the U.S. Tax
Court challenging the 2007 to 2012 Notice.
In September 2023, the Company received a Revenue Agent Report (RAR) from the IRS for fiscal 2013 and fiscal 2016. In October 2023, the Company
received a Statutory Notice of Deficiency (2014 to 2015 Notice) from the IRS for fiscal 2014 and fiscal 2015. The disputed amounts for fiscal 2013 to fiscal 2016
largely relate to transfer pricing matters. In December 2023, the Company filed a petition in the U.S. Tax Court challenging the 2014 to 2015 Notice.
In May 2023, the Company received a proposed income adjustment from the Malaysian Inland Revenue Board (IRB) for fiscal 2020. In December 2023, the
Company received a Notice of Assessment from the IRB asserting the same proposed income adjustment. If the adjustment is upheld by the highest court that
has jurisdiction over this matter in Malaysia, it could result in income taxes and penalties up to $410.0 million. The disputed amounts largely relate to the
characterization of certain assets. Depending on the outcome of the IRB audit, the Company may need to adjudicate this matter in Malaysia, and if the Company
does, the Company may be required to pay the assessment and then, upon a series of favorable court rulings, request a refund of the amount. 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 the Company 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 the Company's tax
reserves. 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, German, Korean and Philippines 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 2024 and fiscal 2023. As of March 31, 2024, the
Company has recorded $67.7 million related to the pension plans in the consolidated balance sheets.
F-35

Table of Contents
Future estimated expected benefit payments for fiscal year 2025 through 2034 are as follows (in millions):
Fiscal Year Ending March 31,
Amount
2025
$
2.8 
2026
3.6 
2027
3.2 
2028
2.9 
2029
3.6 
2030 through 2034
24.6 
Total
$
40.7 
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):
Fiscal Year Ended March 31,
2024
2023
2022
Cost of sales 
$
25.6 
$
27.2 
$
34.3 
Research and development
94.3 
83.1 
97.9 
Selling, general and administrative
57.6 
60.1 
78.0 
Pre-tax effect of share-based compensation
177.5 
170.4 
210.2 
Income tax benefit
37.5 
36.4 
44.6 
Net income effect of share-based compensation
$
140.0 
$
134.0 
$
165.6 
 
 During the fiscal year ended March 31, 2024, $19.0 million of share-based compensation expense was capitalized to inventory and $25.6 million of
previously capitalized share-based compensation expense in inventory was sold. 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.
Incentive Plans
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. Under the 2004 plan, 64,389,717 shares of
common stock have been authorized for issuance and 6,546,628 shares of common stock remain available for future grants as of March 31, 2024. As of
March 31, 2024, the number of options exercisable was 196 and the weighted average exercise price per share was $17.19.
Restricted Stock Units
The Company uses RSUs with a service condition as its primary equity incentive compensation instrument for employees.
(1)
(1)
F-36

Table of Contents
RSUs share activity is set forth below:
Number of
Shares
Weighted Average Grant
Date Fair Value
Nonvested shares at March 31, 2021
11,710,924 
$
44.51 
Granted
2,850,803 
$
74.00 
Forfeited
(917,303)
$
50.76 
Vested
(3,795,469)
$
43.77 
Nonvested shares at March 31, 2022
9,848,955 
$
52.74 
Granted
3,054,320 
$
61.76 
Forfeited
(815,738)
$
55.14 
Vested
(3,423,935)
$
45.08 
Nonvested shares at March 31, 2023
8,663,602 
$
58.72 
Granted
2,535,772 
$
77.28 
Forfeited
(474,397)
$
64.37 
Vested
(2,510,781)
$
48.56 
Nonvested shares at March 31, 2024
8,214,196 
$
67.22 
The total intrinsic value of RSUs which vested during the fiscal years ended March 31, 2024, 2023 and 2022 was $201.4 million, $256.3 million and $287.6
million, respectively.  The aggregate intrinsic value of RSUs outstanding at March 31, 2024 was $736.9 million, calculated based on the closing price of the
Company's common stock of $89.71 per share on March 31, 2024.
The amount of unearned share-based compensation currently estimated to be expensed in the remainder of fiscal 2025 through fiscal 2029 related to
unvested RSUs at March 31, 2024 is $320.3 million.  The weighted average period over which the unearned RSUs compensation is expected to be recognized is
approximately 2.12 years.
Performance Stock Units
The Company has granted performance-based PSUs to a group of executive officers and employees. 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. Prior to fiscal 2023, the Company granted market-based PSUs to executive officers. 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.
PSUs share activity is set forth below:
Number of
Shares
Weighted Average Grant
Date Fair Value
Nonvested shares at March 31, 2021
172,894 
$
62.85 
Granted
145,188 
$
81.51 
Forfeited
(61,022)
$
57.08 
Vested
— 
$
— 
Nonvested shares at March 31, 2022
257,060 
$
74.76 
Granted
172,334 
$
60.88 
Forfeited
(48,524)
$
66.71 
Vested
— 
$
— 
Nonvested shares at March 31, 2023
380,870 
$
69.51 
Granted
123,747 
$
77.61 
Forfeited
(2,883)
$
100.20 
Vested
— 
$
— 
Nonvested shares at March 31, 2024
501,734 
$
71.33 
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Table of Contents
During the fiscal years ended March 31, 2024, 2023 and 2022, no PSUs vested. The aggregate intrinsic value of PSUs outstanding at March 31, 2024 was
$45.0 million, calculated based on the closing price of the Company's common stock of $89.71 per share on March 31, 2024.
The amount of unearned share-based compensation currently estimated to be expensed in the remainder of fiscal 2025 through fiscal 2029 related to
unvested PSUs at March 31, 2024 is $25.0 million.  The weighted average period over which the unearned PSUs compensation is expected to be recognized is
approximately 2.13 years.
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 8,677,504 shares remain
available for future purchases as of March 31, 2024.
Employees purchased 1,375,324 shares of common stock in the fiscal year ended March 31, 2024 for an aggregate purchase price of $81.7 million under the
employee stock purchase plans compared to 1,424,850 shares of common stock for an aggregate purchase price of $81.2 million in the fiscal year ended
March 31, 2023 and 1,485,477 shares of common stock for a purchase price of $70.0 million in the fiscal year ended March 31, 2022. As of March 31, 2024,
unrecognized share-based compensation costs related to the employee stock plans totaled $7.6 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 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, 2024, the Company purchased approximately 11.9 million shares of its common stock for a total of $988.9 million under the program, including the 1%
excise tax on stock repurchases enacted by the Inflation Reduction Act of 2022 (Inflation Reduction Act), compared to approximately 12.9 million shares of its
common stock for a total of $945.8 million in the fiscal year ended March 31, 2023, and 5.6 million shares of its common stock for a total of $425.6 million in the
fiscal year ended March 31, 2022. As of March 31, 2024, approximately $1.65 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, 2024, the
Company had approximately 41.1 million treasury shares.
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):
Minimum Pension
Liability
Foreign Currency
Total
Balance at March 31, 2023
$
11.0 
$
(15.1)
$
(4.1)
Net other comprehensive income
0.6 
— 
0.6 
Balance at March 31, 2024
$
11.6 
$
(15.1)
$
(3.5)
Balance at March 31, 2022
$
(5.6)
$
(15.0)
$
(20.6)
Net other comprehensive income (loss)
16.6 
(0.1)
16.5 
Balance at March 31, 2023
$
11.0 
$
(15.1)
$
(4.1)
Note 16. Dividends
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
$1.682, $1.263 and $0.910 during fiscal 2024, 2023 and
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2022, respectively. Total dividend payments amounted to $911.5 million, $695.3 million and $503.8 million during fiscal 2024, 2023 and 2022, respectively.
F-39

Exhibit 4.3
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934
Microchip Technology Incorporated (“Microchip”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as
amended: common stock, par value $0.001 per share.
The following summary sets forth some of the general terms and conditions relating to our capital stock. Because this is a summary description, it does
not contain all of the information that may be important to you. The information is not complete and is subject to, and qualified in its entirety by, the provisions
of Microchip’s amended and restated certificate of incorporation (the “Certificate of Incorporation”), amended and restated bylaws (“Bylaws”) and the
provisions of applicable law. For a more detailed description of the common stock, you should read the Certificate of Incorporation and Bylaws, each of which
is an exhibit to our Annual Report on Form 10-K of which this description is an exhibit.
General
Under the Certificate of Incorporation, Microchip is authorized to issue up to 900 million shares of common stock and up to 5 million shares of preferred
stock, par value $0.001 per share. Each outstanding share of common stock is, and all shares of common stock currently outstanding are, fully paid and
nonassessable. No shares of preferred stock are currently outstanding. Our board of directors has the authority to repeal, alter or amend the Certificate of
Incorporation and Bylaws or adopt new bylaws, subject to certain limitations set forth in the Bylaws.
Dividend Rights
Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefor at such times and in such amounts as our board of directors from time to time may
determine.
Voting Rights
Holders of common stock are also entitled to one vote for each share held on all matters submitted to a vote of stockholders. Neither our Certificate of
Incorporation nor our Bylaws provide for cumulative voting in the election of directors.
Board of Directors
Our board of directors is not classified. Our Bylaws establish that the number of directors shall be eight. This number may be changed by a duly
adopted resolution of the board of directors or by a duly adopted amendment to the Certificate of Incorporation or by an amendment to the Bylaws adopted by
resolution of the board of directors or by the stockholders. Directors may be removed with or without cause by the holders of the majority of the shares then
entitled to vote at an election of directors. Vacancies and newly created director positions may only be filled by a majority of directors then in office, subject to
certain limitations set forth in the Bylaws.
No Preemptive, Redemption or Conversion Rights
The common stock is not entitled to preemptive rights and is not subject to conversion, redemption, or sinking fund provisions.

Liquidation, Dissolution or Similar Rights
Upon liquidation, dissolution or winding-up of Microchip, the assets legally available for distribution to stockholders would be distributed ratably
among the holders of the common stock and any participating preferred stock outstanding at that time after payment of liquidation preferences, if any, on
any outstanding preferred stock and payment of other claims of creditors.
Preferred Stock
Our Certificate of Incorporation authorizes Microchip’s board of directors to issue up to 5 million shares of preferred stock from time to time in series and to fix
or alter the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred stock, and the number of shares constituting any
such series and the designation thereof. These rights, preferences, privileges and restrictions could include dividend rights, conversion rights, voting rights,
redemption rights, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of
which may be greater than the rights of our common stock. The issuance of preferred stock could adversely affect the voting power of holders of our common
stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have
the effect of delaying, deferring or preventing a change in our control or other corporate action.
Delaware anti-takeover law and charter and bylaw provisions
Provisions of Delaware law and our charter documents could make the acquisition of us and the removal of incumbent officers and directors more
difficult.
Delaware takeover statute
We are governed by Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with any
interested stockholder for a period of three years after the date that the stockholder became an interested stockholder, unless:
•
before that date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder;
•
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the number of
shares outstanding those shares owned by persons who are directors and also officers of which can be issued under employee stock plans in which
employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or
exchange offer; or
•
on or after that date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders
and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
In general, Section 203 of the DGCL defines an interested stockholder as any entity or person who, with affiliates and associates owns, or within the
three year period immediately prior to the business combination, beneficially owned 15% or more of the outstanding voting stock of the corporation. Section
203 of the DGCL defines business combination to include:
•
any merger or consolidation involving the corporation and the interested stockholder;
•
any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

•
subject to specified exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the
interested stockholder;
•
any transaction involving the corporation that increases the proportionate share of the stock of any class or series of the corporation beneficially
owned by the interested stockholder; or
•
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or
through the corporation.
Advance notice provisions
Our Bylaws establish advance notice procedures for stockholder proposals and nominations of candidates for election as directors other than
nominations made by or at the direction of the board of directors or a committee of the board of directors.
Proxy access nominations
Under our Bylaws, a stockholder (or a group of up to 20 stockholders) who has held at least 3% of our outstanding stock continuously for at least three
years, may nominate and have us include in our proxy materials (i) one director nominee if the number of directors to be elected at an annual meeting is seven
or less, and (ii) if the number of directors to be elected at an annual meeting is greater than seven, director nominees constituting up to the greater of 20% of
the board of directors or two directors, provided in each case that the requirements set forth in our Bylaws are satisfied.
Special meeting requirements
Our Certificate of Incorporation and Bylaws provide that special meetings of stockholders may only be called by our board of directors or the chairman
of the board or by one or more stockholders owning in the aggregate not less than fifty percent (50%) of the entire capital stock of the corporation issued and
outstanding and entitled to vote.
Authorized but Unissued Shares
Authorized but unissued shares of our common stock and preferred stock are available for future issuances without stockholder approval, excepting the
applicable listing and regulatory standards, and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital,
acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more
difficult or discourage an attempt to obtain control of Microchip by means of a proxy contest, tender offer, merger, or otherwise.
Action by stockholder consent
Our Bylaws provide that our stockholders may take action by written consent without a meeting.
Exclusive Forum
Unless we provide written consent to an alternative forum, the Court of Chancery of the State of Delaware shall be, to the fullest extent permitted by law, the
exclusive forum for any derivative action, action asserting breach of fiduciary duty, claims pursuant to Delaware corporate law, action related to the Certificate of
Incorporation, Bylaws, or internal affairs doctrine, unless an indispensable party is not subject nor has consented to the jurisdiction. Unless we provide written
consent to an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive jurisdiction for the resolution of claims
arising under the Securities Act. Although we believe these provisions benefit us by providing increased consistency in the application of law for the specified
types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers. We also note that
stockholders cannot waive

compliance (or consent to noncompliance) with the federal securities laws and the rules and regulations thereunder.
Transfer agent and registrar
The transfer agent and registrar for our common stock is EQ Shareowner Services, 1110 Centre Pointe Curve, Suite 101, Mendota Heights MN
55120-4100.
Listing
Our common stock is listed on the Nasdaq Global Select Market under the symbol “MCHP.”

Exhibit 10.9
The CORPORATEplan for Retirement
EXECUTIVE PLAN
Adoption Agreement
IMPORTANT NOTE
This document has not been approved by the Department of Labor, the Internal Revenue Service or any other
governmental entity. An Employer must determine whether the plan is subject to the Federal securities laws
and the securities laws of the various states. An Employer may not rely on this document to ensure any
particular tax consequences or to ensure that the Plan is "unfunded and maintained primarily for the purpose
of providing deferred compensation to a select group of management or highly compensated employees" under
the Employee Retirement Income Security Act with respect to the Employer's particular situation. Fidelity
Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or
opinions in connection with this document. This document does not constitute legal or tax advice or opinions
and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding
penalties that may be imposed on the taxpayer. This document must be reviewed by the Employer’s attorney
prior to adoption.
    
SM

AMENDED AND RESTATED
ADOPTION AGREEMENT ARTICLE 1
1.01
PLAN INFORMATION
(a)
Name of Plan:
This is the Microchip Technology Incorporated Supplemental Retirement Plan (the "Plan").
(b)
Plan Status (Check one.):
(1)
Adoption Agreement effective date: 1/1/2024.
(2)
The Adoption Agreement effective date is (Check (A) or check and complete (B)):
(A)
☐    A new Plan effective date.
(B)
☒    An amendment and restatement of the Plan.
(c)
Name of Administrator, if not the Employer:
1.02
EMPLOYER
(a)
Employer Name:    Microchip Technology Inc.
(b)
The term "Employer" includes the following Related Employer(s) (as defined in Section
2.01(a)(25)) participating in the Plan:
Plan Number: 44046
Page 1
    

1.03
COVERAGE
(Check (a) and/or (b).)
(a)
☒ The following Employees are eligible to participate in the Plan (Check (1) or (2)):
(1)
☐ Only those Employees designated in writing by the Employer, which writing is hereby incorporated
herein.
(2)
☒ Only those Employees in the eligible class described below:
Microchip employees who are employed at the levels of Directors, Associate Directors and Associate
Fellows, and above
(b)
☐    The following Directors are eligible to participate in the Plan (Check (1) or (2)):
(1)
☐ Only those Directors designated in writing by the Employer, which writing is hereby incorporated herein.
(2)
☐ All Directors, effective as of the later of the date in 1.01(b) or the date the Director becomes a Director.
(Note: A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in Section 1.03(a)(2) must include the
effective date of such participation.)
1.04
COMPENSATION
(If Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is selected, complete (c))
For purposes of determining all contributions under the Plan:
(a)
☐     Compensation shall be as defined, with respect to Employees, in the _________________________________ Plan maintained
by the Employer:
(1)
☐ to the extent it is in excess of the limit imposed under Code section 401(a)(17).
(2)
☐ notwithstanding the limit imposed under Code section 401(a)(17).
(b)
☒ Compensation shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if, and as,
appropriate):
(1)
☒ but excluding the following:
Overtime pay; commissions; the value of a qualified or a non-qualified stock option, or restricted stock units
granted to an Employee by the Employer to the extent such value is includable in the Employee's taxable
income.
Plan Number: 44046
Page 2
    

(2)
☐ but excluding bonuses, except those bonuses listed in the table in Section 1.05(a)(2).
(c)
☐ Compensation shall be as defined in Section 2.01(a)(9)(c) with respect to Directors, but excluding the following:
1.05
CONTRIBUTIONS ON BEHALF OF EMPLOYEES
(a)
Deferral Contributions (Complete all that apply):
(1)
☒ Deferral Contributions. Subject to any minimum or maximum deferral amount provided below, the
Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of
each Participant who has an executed salary reduction agreement in effect with the Employer for the
applicable calendar year (or portion of the applicable calendar year).
Deferral Contributions Type
of Compensation
Dollar Amount
% Amount
Min
Max
Min
Max
Deferral Contribution
0
50
(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as
whole dollar amounts or whole number percentages.)
(2)
☒ Deferral Contributions with respect to Bonus Compensation only. The Employer requires Participants to
enter into a special salary reduction agreement to make Deferral Contributions with respect to one or more
Bonuses, subject to minimum and maximum deferral limitations, as provided in the table below.
Deferral Contributions
Type of Bonus
Treated As
Dollar Amount
% Amount
Performance
Based
Non-
Performance
Based
Min
Max
Min
Max
Bonus Deferral
Yes
0
50
(Note: With respect to each type of Bonus, list the minimum and maximum dollar amounts or percentages as whole dollar
amounts or whole number percentages. In the event a bonus identified as a Performance-based Bonus above does not
constitute a Performance-based Bonus with respect to any Participant, such Bonus will be treated as a Non-Performance-
based Bonus with respect to such Participant.)
Plan Number: 44046
Page 3
    

(b)
Matching Contributions (Choose (1) or (2) below, and (3) below, as applicable):
(1)
 ☐ The Employer shall make a Matching Contribution on behalf of each Employee Participant in an amount described
below:
(A)
☐     % of the Employee Participant’s Deferral Contributions for the calendar year.
(B)
☐ The amount, if any, declared by the Employer in writing, which writing is hereby incorporated
herein.
(C)
☐ Other: ____________________________________________________
(2)
☐ Matching Contribution Offset. For each Employee Participant who has made elective contributions (as defined in 26
CFR section 1.401(k)-6 (“QP Deferrals”)) of the maximum permitted under Code section 402(g), or the maximum
permitted under the terms of the___________________________ Plan (the “QP”), to the QP, the Employer shall make a
Matching Contribution in an amount equal to (A) minus (B) below:
(A)
The matching contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP Match”)) that the
Employee Participant would have received under the QP on the sum of the Deferral Contributions and the
Participant’s QP Deferrals, determined as though—
•
no limits otherwise imposed by the tax law applied to such QP match; and
•
the Employee Participant’s Deferral Contributions had been made to the QP.
(B)
The QP Match actually made to such Employee Participant under the QP for the applicable calendar year.
Provided, however, that the Matching Contributions made on behalf of any Employee Participant pursuant to this Section
1.05(b)(2) shall be limited as provided in Section 4.02 hereof.
(3)
☐ Matching Contribution Limits (Check the appropriate box (es)):
(A)
☐ Deferral Contributions in excess of     % of the Employee Participant’s Compensation for the calendar
year shall not be considered for Matching Contributions.
(B)
☐ Matching Contributions for each Employee Participant for each calendar year shall be limited to $    .
Plan Number: 44046
Page 4
    

(c)
Employer Contributions
(1)
☐    Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each
Employee Participant in an amount determined as described below:
(2)
☐    Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of
Employee Participants in any amount (which amount may be zero), as determined by the Employer in its sole
discretion from time to time in a writing, which is hereby incorporated herein.
1.06
CONTRIBUTIONS ON BEHALF OF DIRECTORS
(a) ☐ Director Deferral Contributions
The Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf
of each Director Participant who has an executed deferral agreement in effect with the Employer for the
applicable calendar year (or portion of the applicable calendar year), which deferral agreement shall be
subject to any minimum and/or maximum deferral amounts provided in the table below.
Deferral Contributions
Type of Compensation
Dollar Amount
% Amount
Min
Max
Min
Max
(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as
whole dollar amounts or whole number percentages.)
(b)
Matching and Employer Contributions:
(1)
☐ Matching Contributions. The Employer shall make a Matching Contribution on behalf of each Director
Participant in an amount determined as described below:
(2)
☐ Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each
Director Participant in an amount determined as described below:
Plan Number: 44046
Page 5
    

(3)
☐ Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of
Director Participants in any amount (which amount may be zero), as determined by the Employer in its sole
discretion from time to time, in a writing, which is hereby incorporated herein.
1.07
DISTRIBUTIONS
The form and timing of distributions from the Participant’s vested Account shall be made consistent with the elections in this Section
1.07.
(a) (1) Distribution options to be provided to Participants
(A) Specified Date
(B) Specified Age
(C) Separation From
Service
(D) Earlier of
Separation or
Age
(E) Earlier of
Separation or
Specified Date
(F) Disability
(G) Change in
Control
(H) Death
Deferral
Contribution
☒ Lump Sum
☒ Installments
☐ Lump Sum
☐ Installments
☒ Lump Sum
☒ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Lump Sum
☐ Installments
Matching
Contributions
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Lump Sum
☐ Installments
Employer
Contributions
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Installments
☐ Lump Sum
☐ Lump Sum
☐ Installments
(Note: If the Employer elects (F), (G), or (H) above, the Employer must also elect (A), (B), (C), (D), or
(E) above, and the Participant must also elect (A), (B), (C), (D), or (E) above. In the event the Employer elects only a single payment
trigger and/or payment method above, then such single payment trigger and/or payment method shall automatically apply to the
Participant. If the employer elects to provide for payment upon a specified date or age, and the employer applies a vesting schedule
to amounts that may be subject to such payment trigger(s), the employer must apply a minimum deferral period, the number of years
of which must be greater than the number of years required for 100% vesting in any such amounts. If the employer elects to provide
for payment upon disability and/or death, and the employer applies a vesting schedule to amounts that may be subject to such
payment trigger, the employer must also elect to apply 100% vesting in any such amounts upon disability and/or death.)
(2)
☐ A Participant incurs a Disability when the Participant (Check at least one if Section 1.07(a)(1)(F) or if Section
1.08(e)(3) is elected):
Plan Number: 44046
Page 6
    

(A)
☐ is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months.
(B)
☐ is, by reason of any medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than 3 months under an accident and health plan
covering employees of the Employer.
(C)
☐ is determined to be totally disabled by the Social Security Administration or the Railroad Retirement
Board.
(D)
☐ is determined to be disabled pursuant to the following disability insurance program:          the
definition of disability under which complies with the requirements in regulations under Code section
409A.
(Note: If more than one box above is checked, then the Participant will have a Disability if he satisfies at least one
of the descriptions corresponding to one of such checked boxes.)
(3)
☒ Regardless of any payment trigger and, as applicable, payment method, to which the Participant would
otherwise be subject pursuant to (1) above, the first to occur of the following Plan-level payment triggers will
cause payment to the Participant commencing pursuant to Section 1.07(c)(1) below in a lump sum, provided
such Plan-level payment trigger occurs prior to the payment trigger to which the Participant would otherwise be
subject.
Payment
Trigger
(A) ☐
Separation from Service prior
to:
(B) ☐
Separation from Service
(C) ☐
Death
(D) ☒
Change in Control
(b)     Distribution Election Change
A Participant
(1) ☐ shall
(2) ☒ shall not
Plan Number: 44046
Page 7
    

be permitted to modify a scheduled distribution election in accordance with Section 8.01(b) hereof.
(c)     Commencement of Distributions
(1)
Each lump sum distribution and the first distribution in a series of installment payments (if applicable) shall
commence as elected in (A), (B) or (C) below:
(A) ☒
Monthly on the 15  day of the month which day next follows the applicable
triggering event described in 1.07(a).
(B) ☐
Quarterly on the _____day of the following months ___________,
_____________, ___________, or________________(list one month in
each calendar quarter) which day next follows the applicable triggering
event described in 1.07(a).
(C) ☐
Annually on the _______ day of __________ (month) which day
next follows the applicable triggering event described in 1.07(a).
(Note: Notwithstanding the above: a six-month delay shall be imposed with respect to certain distributions to Specified
Employees; a Participant who chooses payment on a Specified Date will choose a month, year or quarter (as
applicable) only, and payment will be made on the applicable date elected in (A), (B) or (C) above that falls within
such month, year or quarter elected by the Participant.)
(2)
The commencement of distributions pursuant to the events elected in Section 1.07(a)(1) and Section 1.07(a)(3)
shall be modified by application of the following:
(A)
☒ Separation from Service Event Delay – Separation from Service will be treated as not having
occurred for 6 months after the date of such event.
(B)
☐ Plan Level Delay – all distribution events (other than those based on Specified Date or Specified
Age) will be treated as not having occurred for days (insert number of days but not more than 30).
(d) Installment Frequency and Duration
If installments are available under the Plan pursuant to Section 1.07(a), a Participant shall be permitted to elect that the
installments will be paid (Complete 1 and 2 below):
th
Plan Number: 44046
Page 8
    

(1)
at the following intervals:
(A)
☐    Monthly commencing on the day elected in Section 1.07(c)(1).
(B)
☐    Quarterly commencing on the day elected in Section1.07(c)(1) (with payments made at three-month intervals
thereafter).
(C)
☒    Annually commencing on the day elected in Section 1.07(c)(1).
(2)
over the following term(s) (Complete either (A) or (B)):
(A)
☐    Any term of whole years between      (minimum of 1) and      (maximum of 30).
(B)
☒    Any of the whole year terms selected below.
☐ 1
☐ 2
☐ 3
☐ 4
 ☒ 5
☐ 6
☐ 7
☐ 8
☐ 9
☐ 10
☐ 11
☐ 12
☐ 13
☐ 14
☐ 15
☐ 16
☐ 17
☐ 18
☐ 19
☐ 20
☐ 21
☐ 22
☐ 23
☐ 24
☐ 25
☐ 26
☐ 27
☐ 28
☐ 29
☐ 30
(Note: Only elect a term of one year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is elected above.)
(e)    Conversion to Lump Sum
☐ Notwithstanding anything herein to the contrary, if the Participant’s vested Account at the time such Account becomes payable to him
hereunder does not exceed $____ distribution of the Participant’s vested Account shall automatically be made in the form of a
single lump sum at the time prescribed in Section 1.07(c)(1).
(f)    Distribution Rules Applicable to Pre-effective Date Accruals
☐ Benefits accrued under the Plan (subject to Code section 409A) prior to the date in Section 1.01(b)(1) above are subject to
distribution rules not described in Section 1.07(a) through (e), and such rules are described in Attachment A Re: PRE EFFECTIVE
DATE ACCRUAL DISTRIBUTION RULES.
Plan Number: 44046
Page 9
    

1.08
VESTING SCHEDULE
(a)
(1)    The Participant’s vested percentage in Matching Contributions elected in Section 1.05(b) shall be based upon the following
schedule and unless Section 1.08(a)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b).
(2)    ☐ Vesting shall be based on the class year method as described in Section 7.03(c).
(b)
(1)    The Participant’s vested percentage in Employer Contributions elected in Section 1.05(c) shall be based upon the following
schedule and unless Section 1.08(b)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b).
(2)    ☐ Vesting shall be based on the class year method as described in Section 7.03(c).
(c)
☐ Years of Service shall exclude (Check one.):
(1)
☐ for new plans, service prior to the Effective Date as defined in Section 1.01(b)(2)(A).
(2)
☐ for existing plans converting from another plan document, service prior to the original Effective Date
as defined in Section 1.01(b)(2)(B).
(Note: Do not elect to apply this Section 1.08(c) if vesting is based only on the class year method.)
(d)
☐ Notwithstanding anything to the contrary herein, a Participant will forfeit his Matching Contributions and Employer
Contributions (regardless of whether vested) upon the occurrence of the following event(s):
(Note: Contributions with respect to Directors, which are 100% vested at all times, are subject to the rule in this subsection
(d).)
(e)
A Participant will be 100% vested in his Matching Contributions and Employer Contributions upon (Check the
appropriate box(es)):
(1)
☐ Retirement eligibility is the date the Participant attains age 0 and completes 0 Years of Service, as
defined in Section 7.03(b).
(2)  ☐ Death.
(3)
☐ The date on which the Participant becomes disabled, as determined under Section 1.07(a)(2).
Plan Number: 44046
Page 10
    

(Note: Participants will automatically vest upon Change in Control if Section 1.07(a)(1)(G) is elected.)
(f) ☐ Years of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include service with the following employers:
1.09    INVESTMENT DECISIONS
A Participant’s Account shall be treated as invested in the Permissible Investments as directed by the Participant unless otherwise
provided below:
1.10    ADDITIONAL PROVISIONS
The Employer may elect Option below and complete the Superseding Provisions Addendum to describe overriding provisions that
are not otherwise reflected in this Adoption Agreement.
☐ The Employer has completed the Superseding Provisions Addendum to reflect the provisions of the Plan that supersede
provisions of this Adoption Agreement and/or the Basic Plan Document.
Plan Number: 44046
Page 11
    

EXECUTION PAGE
(Fidelity’s Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this _____________day of
_______________________________, 20__________________.
Employer:
By:
Title:
Plan Number: 44046
Page 12
    

EXECUTION PAGE
(Employer's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this _____________day of
_______________________________, 20__________________.
Employer:
By:
Title:
Plan Number: 44046
Page 13
    

AMENDMENT EXECUTION PAGE
(Fidelity’s Copy)
Plan Name:
 Microchip Technology Incorporated Supplemental Retirement Plan (the “Plan”)
Employer:
 Microchip Technology Inc.
(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption
Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages.)
The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:
Section Amended
Effective Date
IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.
Employer:
By:
Title:
Date:
Plan Number: 44046
Page 14
    

AMENDMENT EXECUTION PAGE
(Employer’s Copy)
Plan Name:
 Microchip Technology Incorporated Supplemental Retirement Plan (the “Plan”)
Employer:
 Microchip Technology Inc.
(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this
Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages.)
Section Amended
Effective Date
IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.
Employer:
By:
Title:
Date:
Plan Number: 44046
Page 15
    

ATTACHMENT A
Re: PRE-EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES
Plan Name:     Microchip Technology Incorporated Supplemental Retirement Plan (the “Plan”)    
Plan Number: 44046
Page 16
    

ATTACHMENT B
Re: SUPERSEDING PROVISIONS
for
Plan Name:     Microchip Technology Incorporated Supplemental Retirement Plan (the “Plan”)    
(a) Superseding Provision(s) – The following provisions supersede other provisions of this Adoption Agreement and/or the Basic Plan Document as
described below:
Plan Number: 44046
Page 17
    

Exhibit 10.27
MICROCHIP TECHNOLOGY INCORPORATED
CHANGE OF CONTROL SEVERANCE AGREEMENT
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between ________________ (the “Employee”) and
Microchip Technology Incorporated (the “Company”), effective as of the last date signed below (the “Effective Date”), [and amends and restates in its entirety
the Change of Control Severance Agreement dated [____] between the Company and Employee] .
RECITALS
1.    It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control.  The
Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to the Employee and can cause the Employee to
consider alternative employment opportunities.  The Board has determined that it is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined herein) of the Company.
2.    The Board believes that it is in the best interests of the Company and its stockholders to provide the Employee with an incentive to continue his or
her employment and to motivate the Employee to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.
3.    The Board believes that it is imperative to provide the Employee with certain severance benefits upon the Employee’s termination of employment
following a Change of Control.  These benefits will provide the Employee with enhanced financial security and incentive and encouragement to remain with the
Company notwithstanding the possibility of a Change of Control.
4.    Certain capitalized terms used in the Agreement are defined in Section 5 below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
1.    Term of Agreement. This Agreement will have an initial term of three (3) years commencing on the Effective Date (the “Initial Term”). On the third
anniversary of the Effective Date and each subsequent third year anniversary, this Agreement will renew automatically for an additional three (3) year term
(each, an “Additional Term”) unless either party provides the other party with written notice of nonrenewal at least ninety (90) days prior to the date of automatic
renewal. Notwithstanding the foregoing, if a Change of Control occurs when there are fewer than twenty-four (24) months remaining during the Initial Term or an
Additional Term, then the term of this Agreement will extend automatically through the date that is twenty-four (24) months following the date of the Change of
Control. If Employee becomes entitled to benefits under Section 3 during the term of this Agreement, the Agreement will not terminate until all of the obligations
of the parties hereto with respect to this Agreement have been satisfied.
2.    At-Will Employment.  The Company and the Employee acknowledge that the Employee’s employment is and shall continue to be at-will, as defined
under applicable law, except as may otherwise be specifically provided under the terms of any written formal employment agreement or offer letter between the
Company and the Employee (an “Employment Agreement”).  If the Employee’s employment terminates prior to the Change of Control Period, the Employee
shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, or under his or her Employment
Agreement if any exists in writing, or as may otherwise be available in accordance with the Company’s established employee plans.
3.    Severance Benefits.
 To be used for employees with existing change of control severance agreements.
1
1

(a)    Involuntary Termination Other than for Cause, Voluntary Termination for Good Reason During the Change of Control Period.  If within the
period beginning three (3) months preceding a Change of Control and ending twenty-four (24) months following a Change of Control (the “Change of Control
Period”), (i) the Employee terminates his or her employment with the Company (or any parent or subsidiary of the Company) for “Good Reason” (as defined
herein) or (ii) the Company (or any parent or subsidiary of the Company) terminates the Employee’s employment for other than “Cause” (as defined herein),
death or Disability (as defined herein) and the Employee (or the Employee’s successor as contemplated by Section 6(b)) signs, and does not revoke, a release
of claims agreement with the Company in the form attached as Exhibit A hereto (the “Release”) subject to conditions of Section 3(d), then the Employee shall
receive the following severance from the Company:
(i)    Equity Compensation Acceleration. One hundred percent (100%) of Employee’s outstanding stock options, stock appreciation
rights, restricted stock units and other Company equity compensation awards (the “Equity Compensation Awards”) subject to service-based vesting shall
immediately vest and become exercisable. Equity Compensation Awards that are stock options or stock appreciation rights will remain exercisable for a period
of two (2) years following Employee’s termination, but not later than the term of the option or stock appreciation right agreement. To the extent that an
outstanding Equity Compensation Award is subject to a performance condition, the award will vest at the greater of target performance or the amount provided
under the terms of the individual award agreement. For the avoidance of doubt, in the event of Employee’s termination of employment under Section 3(a) prior
to a Change of Control, any unvested portion of Employee’s Equity Compensation Awards will remain outstanding until the earlier of (x) 3 months following such
termination or (y) the Change of Control, solely so that any benefits due upon a qualifying termination of employment can be provided if the Change of Control
occurs within 3 months following the termination (provided that in no event will Employee’s stock options or similar equity awards remain outstanding beyond
their maximum term to expiration).
(ii)    Severance Payment. The Employee shall be entitled to receive a lump-sum severance payment (less applicable withholding
taxes) equal to [two hundred percent]  [one hundred fifty percent] of the Employee’s annual base salary (as in effect immediately prior to (A) the Change of
Control, or (B) the Employee’s termination of employment, whichever is greater), plus [two hundred percent][one hundred fifty percent] of Employee’s highest
annual incentive compensation amount paid during any of the preceding three (3) full plan years.
(iii)    COBRA Severance Benefit. If Employee and any spouse and/or other dependents of Employee have coverage under the
Company group health plans at the time Employee terminates employment pursuant to Section 3(a), Employee shall be entitled to receive a taxable lump sum
payment representing [twenty four (24)][eighteen (18)] months’ worth of premiums for medical, vision and dental coverage for Employee and Employee’s
eligible dependents under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or comparable applicable state law (“COBRA”).
(b)    Timing of Severance Payments.  Subject to Section 3(g) below, severance payments to which Employee is entitled shall be paid by the
Company, or in the case of installments, will commence, on the 61  day following the employment termination date (the “Payment Date”), and any severance
benefits otherwise payable to Employee during the period immediately following termination will be paid in a lump sum on the Payment Date, with any
remaining payments made as provided in this Agreement. If the Employee should die before all amounts have been paid, such unpaid amounts shall be paid as
scheduled (less any withholding taxes) to the Employee’s designated beneficiary, if living, or otherwise to the personal representative of the Employee’s estate.
(c)    Release Effectiveness.  The receipt of any severance payment or benefits pursuant to section 3(a) will be subject to the Employee signing
and not revoking the Release and provided that such Release is effective within sixty (60) days following the termination of Employee’s employment.  No
severance pursuant to such section shall be paid or provided until the Release becomes effective.
(d)    Voluntary Resignation.  If the Employee’s employment with the Company terminates during the Change of Control Period voluntarily by
the Employee other than for Good Reason, then the Employee shall not be entitled to receive severance or other benefits except as may then be established
under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.
 Agreement with CEO to provide severance of 200% of base salary and bonus and 24-months COBRA premium payments. Agreement for officers other than the CEO to provide
severance of 150% of base salary and bonus and 18-months COBRA premium payments.
2
st
2
-2-

(e)        Termination for Cause; Termination Other Than During a Change of Control Period.    In the event the Employee’s employment is
terminated for Cause, or for any reason prior to or following the Change of Control Period, then the Employee shall not be entitled to receive severance and any
other benefits except as may then be established under the Company’s existing written severance and benefits plans and practices or pursuant to other written
agreements with the Company.
(f)    Accrued Compensation. On any termination of the Employee’s employment with the Company, the Employee will be entitled to receive all
accrued but unpaid vacation (if any), expense reimbursements, wages, and other benefits due to the Employee under any Company-provided plans, policies,
and arrangements.
(g)    Internal Revenue Code Section 409A.
(i)    Notwithstanding any provision to the contrary herein, no Deferred Compensation Separation Payments (as defined below) that
becomes payable under this Agreement by reason of Employee’s termination of employment with the Company (or any successor entity thereto) will be made
unless such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code (the “Code”),
and any final regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”). Further, if Employee is a “specified employee” of
the Company (or any successor entity thereto) within the meaning of Section 409A on the date of Employee’s termination (other than a termination due to
death), then the severance payable to Employee, if any, under this Agreement, when considered together with any other severance payments or separation
benefits that are considered deferred compensation under Section 409A (together the “Deferred Compensation Separation Payments”) that are payable within
the first six (6) months following Employee’s termination of employment, shall be delayed until the first payroll date that occurs on or after the date that is six (6)
months and one (1) day after the date of the termination, when they shall be paid in full arrears.   All subsequent Deferred Compensation Separation Payments,
if any, shall be paid in accordance with the payment schedule applicable to each payment or benefit.    Notwithstanding anything herein to the contrary, if
Employee dies following his termination but prior to the six (6) month anniversary of his termination, then any Payments delayed in accordance with this
paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Payments will be payable in
accordance with the payment schedule applicable to each payment or benefit.    Each payment and benefit payable under this Agreement is intended to
constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.
(ii)    Any amounts paid under this Agreement that satisfy the requirements of the “short-term deferral” rule set forth in Section
1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Payments for purposes of clause (i) above.
(iii)    Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service
pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall not constitute Deferred Compensation
Separation Payments for purposes of clause (i) above.  “Section 409A Limit” will mean the lesser of two (2) times: (A) Employee’s annualized compensation
based upon the annual rate of pay paid to Employee during the Company’s taxable year preceding the Company’s taxable year of Employee’s termination of
employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (B)
the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s
employment is terminated.
(iv)        Any taxable reimbursements and/or taxable in-kind benefits provided in this Agreement shall be made or provided in
accordance with the requirements of Section 409A, including: (i)  the amount of any such expense reimbursement or in-kind benefit provided during a taxable
year of the Employee shall not affect any expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense shall be
made no later than the last day of the employee’s taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to
any such reimbursement shall not be subject to liquidation or exchange for another benefit or payment.
(v)        The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance
payments and benefits to be provided in this Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be
interpreted to so comply.  The Company
-3-

and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary,
appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.
4.    Limitation on Payments.
(a)    Reduction of Severance Benefits. If any payment or benefit that Employee would receive from the Company or any other party whether in
connection with the provisions in this Agreement or otherwise (the “Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G
of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payments will be either
delivered in full, or delivered as to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing
amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in Employee’s receipt, on an after-tax basis, of the
greatest amount of Payments, notwithstanding that all or some of the Payments may be subject to the Excise Tax. If a reduction in Payments is made in
accordance with the immediately preceding sentence, the reduction will occur, with respect to the Payments considered parachute payments within the
meaning of Code Section 280G, in the following order: (A) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the
latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced); (B) cancellation of equity awards that
were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the
equity awards (that is, the most recently granted equity awards will be cancelled first); (C) reduction of the accelerated vesting of equity awards in the reverse
order of date of grant of the equity awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (D) reduction of employee
benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first
benefit to be reduced). In no event will Employee have any discretion with respect to the ordering of Payment reductions. Employee will be solely responsible
for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and neither the Company nor
any parent, subsidiary or other affiliate of the Company have any responsibility, liability or obligation to reimburse, indemnify or hold harmless Employee for any
of those payments of personal tax liability.
(b)    280G Determinations. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4
shall be made in writing by a nationally recognized accounting or valuation firm (the “Firm”) selected by the Company, whose determinations will be conclusive
and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section  4, the Firm may make
reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Firm such information and documents as the Firm may reasonably
request in order to make determinations under this Section 4. The Company shall bear the costs and make all payments required to be made to the Firm for the
Firm’s services that are rendered in connection with any calculations contemplated by this Section 4. The Company will have no liability to Employee for the
determinations of the Firm.
5.    Definition of Terms.  The following terms referred to in this Agreement shall have the following meanings:
(a)    Cause.  “Cause” shall mean (i) a willful act of personal dishonesty taken by the Employee in connection with his responsibilities as an
employee and intended to result in substantial personal enrichment of the Employee, (ii) Employee being convicted of, or pleading nolo contendere to, a felony
that is materially and demonstrably injurious to the Company, and (iii)  following delivery to the Employee of a written demand for performance from the
Company which describes the basis for the Company’s reasonable belief that the Employee has not substantially performed his duties, continued violations by
the Employee of the Employee’s obligations to the Company which are demonstrably willful and deliberate on the Employee’s part.
For the purposes of this Section 5(a), no act or failure to act shall be considered “willful” unless done or omitted to be done in bad faith and without
reasonable belief that the act or omission was in or not opposed to the best interests of the Company.  Any act or failure to act based upon authority given
pursuant to a resolution duly adopted by the Board of Directors of the Company or based upon the advice of counsel for the Company shall be conclusively
presumed to be done or omitted to be done in good faith and in the best interests of the Company.  Notwithstanding anything herein to the contrary, the
Employee shall not be deemed to have been
-4-

terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the entire membership of the Board of Directors of the Company at a meeting of the Board called and held for the purpose (after
reasonable notice to the Employee and an opportunity for the Employee with Employee’s counsel to be heard before the Board) finding that in the good faith
opinion of the Board the Employee was properly terminated for Cause.
(b)    Change of Control.  “Change of Control” means the occurrence of any of the following:
(i)    Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes
the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of
the total voting power represented by the Company’s then outstanding voting securities; or
(ii)    A change in the composition of the Board of Directors of the Company as a result of which fewer than a majority of the
directors are “Incumbent Directors.” “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are
elected, or nominated for election, to the Board of Directors with the affirmative votes (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for election as a director without objection to such nomination) of at least three-quarters of the
Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual
or threatened proxy contest relating to the election of directors of the Company); or
(iii)        The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or
(iv)    The consummation of the sale, lease or other disposition by the Company of all or substantially all the Company’s assets.
(c)    Disability. “Disability” means total and permanent disability as defined in Code Section 22(e)(3).
(d)    Good Reason.  “Good Reason” means without the Employee’s express written consent, (i) a material reduction of the Employee’s duties,
title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the
assignment to Employee of such reduced duties, title, authority or responsibilities, including a reduction in duties, title, authority or responsibilities solely by
virtue of the Company being acquired and made part of a larger entity; (ii) a substantial reduction of the facilities and perquisites (including office space and
location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary or target bonus opportunity of the
Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of benefits to which the Employee was
entitled immediately prior to such reduction with the result that such Employee’s overall benefits package is significantly reduced; (v) the relocation of the
Employee to a facility or a location more than thirty (30) miles from the one at which Employee is then presently employed.  In order for a resignation to qualify
as for “Good Reason,” the Employee must provide the Company written notice of Good Reason no later than sixty (60) days after the date the Good Reason
event or condition first occurred, specifically identifying the acts or omissions constituting grounds for Good Reason, and the Company must have failed to cure
such Good Reason condition within thirty (30) days following the date of such notice.
6.    Successors.
(a)    The Company’s Successors.  Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation,
liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations under this Agreement and agree
expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such
obligations in the absence of a succession.  For all purposes under this Agreement, the term “Company”
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shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 6(a) or
which becomes bound by the terms of this Agreement by operation of law.
(b)    The Employee’s Successors.  The terms of this Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be
enforceable by, the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
7.    Notice.
(a)    General.  All notices and other communications required or permitted here-under shall be in writing, shall be effective when given, and
shall in any event be deemed to be given upon receipt or, if earlier, (i) five (5) days after deposit with the U.S. Postal Service or other applicable postal service,
if delivered by first class mail, postage prepaid, (ii) upon delivery, if delivered by hand, (iii) one (1) business day after the business day of deposit with Federal
Express or similar overnight courier, freight prepaid or (iv) one (1) business day after the business day of email transmission, if delivered by email transmission
with copy by first class mail, postage prepaid, and shall be addressed (A) if to Employee, at his or her last known residential address and (B) if to the Company,
at the address of its principal corporate offices (attention:  Secretary), or in any such case at such other address as a party may designate by ten (10) days’
advance written notice to the other party pursuant to the provisions above.
(b)    Notice of Termination.  Any termination by the Company for Cause or by the Employee for Good Reason or as a result of a voluntary
resignation shall be communicated by a notice of termination to the other party hereto given in accordance with Section 7(a) of this Agreement.  Such notice
shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination under the provision so indicated, and shall specify the termination date (which shall be not more than thirty (30) days after the giving of
such notice).  The failure by the Employee to include in the notice any fact or circumstance which contributes to a showing of Good Reason shall not waive any
right of the Employee hereunder or preclude the Employee from asserting such fact or circumstance in enforcing his or her rights hereunder.
8.    Miscellaneous Provisions.
(a)    No Duty to Mitigate.  The Employee shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor
shall any such payment be reduced by any earnings that the Employee may receive from any other source.
(b)    Waiver.  No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to
in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee).  Employee and the Company agree to work in
good faith to consider amendments to this Agreement which are necessary or appropriate to avoid imposition of any additional tax or income recognition under
Section 409A prior to the actual payment of amounts to the Employee. The parties agree to cooperate with each other and to take reasonably necessary steps
in this regard. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be
considered a waiver of any other condition or provision or of the same condition or provision at another time.
(c)    Headings.  All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this
Agreement.
(d)    Entire Agreement.  This Agreement, along with other written agreements relating to the subject matter hereof between Employee and a
duly authorized Company officer constitute the entire agreement of the parties hereto and supersede in their entirety all prior representations, understandings,
undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof.
(e)    Choice of Law; Arbitration. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of
the State of Arizona, except that the enforcement of the arbitration agreement in this Section 8(e) shall be governed by the Federal Arbitration Act. Any claim,
dispute or controversy by and between Employee and the Company arising under or in connection with this Agreement shall be settled exclusively by arbitration
in Phoenix, Arizona, in accordance with the Commercial Arbitration Rules of the American
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Arbitration Association. The arbitral tribunal shall consist of one arbitrator. The parties agree to waive their right to have any dispute regarding this Agreement
resolved in a court of law by judge or jury. The Company shall bear the costs and expenses arising out of or in connection with any arbitration pursuant to this
Section 8(e), including Employee’s costs and reasonable attorney’s fees regardless of the final outcome of the arbitration. Any decision or award of the tribunal
shall be final and binding upon the parties to the arbitration process. The parties hereto hereby waive to the extent permitted by law any rights to appeal or to
review such award by any court or tribunal, unless otherwise required by applicable law. The parties hereto agree that the award may be enforced against the
parties to the arbitration proceeding or their assets wherever the award may be entered in any court having jurisdiction thereof. During the period in which
arbitration is taking place, the Company will continue to pay to the Employee his or her full compensation, including base salary to the extent in effect for
Employee immediately prior to the arbitration. The Employee will also be allowed to continue to participate in the Company’s compensation, health and welfare
plans in the same capacity to the extent in effect for Employee immediately prior to arbitration, until the dispute is resolved in accordance with this Section 8(e).
Amounts paid under this subparagraph (e) shall be repaid to the Company or be offset against or reduce any other amounts due the Employee under this
Agreement, as appropriate and to the extent permitted by applicable law, only upon the final resolution of the dispute. To the extent the scope of claims,
controversies, and disputes covered by this Section 8(e) conflicts with the scope of claims, controversies, and disputes covered by any other arbitration
agreement previously entered into by and between the Company and Employee, the scope of this Section 8(e) and the other arbitration agreement shall be
read and construed to avoid conflict and each arbitration agreement shall apply only to their own respective claims, controversies, and disputes.
(f)    Severability.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision hereof, which shall remain in full force and effect.
(g)    Withholding.  All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.
(h)    Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and
year set forth below.
COMPANY
MICROCHIP 
TECHNOLOGY
INCORPORATED
By:
Title:
Date:
EMPLOYEE
Signed:
[NAME]
Date:
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Exhibit A
RELEASE AGREEMENT
This Release Agreement (“Agreement”) is made by and between __________________ (“Employee”) and Microchip Technology Incorporated (the
“Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
WHEREAS, in connection with the Employee’s termination of employment effective [DATE], the Parties wish to resolve any and all disputes, claims,
complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees as defined
below arising out of or in any way related to Employee’s employment with or separation from the Company;
NOW, THEREFORE, in consideration of the mutual promises made herein Company and Employee hereby agree as follows:
1.    Consideration, Payment of Salary and Receipt of All Benefits. The Company will provide Employee with the severance payments and benefits set
forth in the Change of Control Severance Agreement entered into between the Parties dated [DATE], in accordance with the terms and conditions of such
agreement.
2.    Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee
by the Company, its parents, subsidiaries, and affiliates, and each of their respective current and former officers, directors, employees, agents, investors,
attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees,
divisions, subsidiaries, predecessor and successor corporations, and assigns (collectively, the “Releasees”). Employee, on Employee’s own behalf and on
behalf of Employee’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to
sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any
matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from
any omissions, acts, facts, or damages that have occurred up until and including the date Employee signs this Agreement, including, without limitation:
a.        any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that
relationship;
        b.    any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without
limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any
state or federal law;
c.    any and all claims for wrongful discharge of employment, termination in violation of public policy, discrimination, harassment, retaliation,
breach of contract (both express and implied), breach of covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or
intentional infliction of emotional distress, fraud, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective
economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment,
conversion, and disability benefits;
d.    any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Equal Pay Act, the Fair Labor Standards Act,
the Fair Credit Reporting Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Employee Retirement Income
Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act and the Immigration Reform and Control Act,
[the Arizona Civil Rights Act, the Arizona Employment Protection Act, the Arizona Wage Payment Law, the Arizona Equal Wages Act, the Safe Harbor Provision
of Anti-Blacklisting Act, the Arizona Minimum Wage Law, the Arizona “Right to Work Act,” the Drug Testing of Employees Act, the Arizona “Bring
A-1

Your Guns to Work” Act, the Arizona Workplace Harassment Law, the Arizona Occupational Health and Safety Act, the Arizona Medical Marijuana Act, and the
Arizonians with Disabilities Act;]
e.    any and all claims for violation of the federal or any state constitution;
f.    any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g.    any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the
proceeds received by Employee from the Company; and
h.    any and all claims for attorneys’ fees and costs.
Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released.
This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law.
This release does not extend to any right Employee may have to unemployment compensation benefits.
3.    Unknown Claims. Employee acknowledges that Employee has been advised to consult with legal counsel and that Employee is familiar with the
principle that a general release does not extend to claims that the releaser does not know or suspect to exist in Employee’s favor at the time of executing the
release, which, if known by Employee, would have materially affected Employee’s settlement with the releasee. Employee, being aware of said principle,
agrees to expressly waive any rights Employee may have to that effect, as well as under any other statute or common law principles of similar effect.
4.    [Acknowledgment and Waiver of Claims under ADEA. Employee acknowledges that Employee is waiving and releasing any rights Employee may
have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee agrees that this
waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Employee signs this Agreement. Employee
acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee
further acknowledges that Employee has been advised by this writing that: (a) Employee should consult with an attorney prior to executing this Agreement; (b)
Employee has twenty-one (21) days within which to consider this Agreement; (c) Employee has seven (7) days following Employee’s execution of this
Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement
prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any
condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to
the Company in less than the 21-day period identified above, Employee hereby acknowledges that Employee has freely and voluntarily chosen to waive the
time period allotted for considering this Agreement. Employee acknowledges and understands that revocation must be accomplished by a written notification to
the undersigned Company representative that is received prior to the Effective Date. The Parties agree that changes, whether material or immaterial, do not
restart the running of the 21-day period.]
5.    Protected Activity Not Prohibited. Employee understands that nothing in this Agreement shall in any way limit or prohibit Employee from engaging
in any Protected Activity, including (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any
investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange
Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board
(“Government Agencies”); and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any
other conduct that
 The Company may, as it deems necessary under applicable law and prior to the parties’ execution of this agreement, remove or update this language based on applicable law
and the location of Employee’s services at the time of separation from employment.
 Include if Employee is age 40 or over. The Company may, as it deems necessary under applicable law and prior to the parties’ execution of this agreement, amend ADEA-
specific language and disclosures in this Agreement, including in the case of group terminations.
3
4
3
4
A-2

Employee has reason to believe is unlawful, to the extent such disclosures are protected by applicable law. Notwithstanding the foregoing, Employee agrees to
take all reasonable precautions to prevent any unauthorized use or disclosure of any Company trade secrets, proprietary information, or confidential information
that does not involve unlawful acts in the workplace or the activity otherwise protected herein. Employee further understands that “Protected Activity” does not
include the disclosure of any Company attorney-client privileged communications or attorney work product. Any language in the Confidentiality Agreement
regarding Employee’s right to engage in Protected Activity that conflicts with, or is contrary to, this section is superseded by this Agreement. In addition,
pursuant to the Defend Trade Secrets Act of 2016, Employee is notified that an individual will not be held criminally or civilly liable under any federal or state
trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an
attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or
other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a
suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual
files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Finally, nothing in this
Agreement constitutes a waiver of any rights Employee may have under the Sarbanes-Oxley Act or Section 7 of the National Labor Relations Act (“NLRA”). For
purposes of clarity, nothing in this Agreement shall be interpreted to impair or limit Employee’s participation in any legally protected activities, such as (i)
forming, joining, or supporting labor unions, (ii) bargaining collectively through representatives of employees’ choosing, (iii) discussing wages, benefits, or terms
and conditions of employment, and (iv) discussing, or raising complaints about, working conditions for the purpose of mutual aid or protection of Employee or
the Company’s other current or former employees, to the extent such activities are protected by Section 7 of the NLRA.
6.    Governing Law. This Agreement shall be governed by the laws of the State of [Arizona] , without regard for choice-of-law provisions.
7.    Effective Date. [Each Party has five (5) business days after that Party signs this Agreement to revoke it. This Agreement will become effective on
the eighth (8th) day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that
date (the “Effective Date”).]
8.    Counterparts. This Agreement may be executed in counterparts and each counterpart shall be deemed an original and all of which counterparts
taken together shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. 
The counterparts of this Agreement may be executed and delivered by facsimile, photo, email PDF, or other electronic transmission or signature.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
 The Company may, as it deems necessary, update the choice of law provision prior to the parties’ execution of this Agreement based on the location of Employee’s services at
the time of separation from employment.
 The Company will include this language if employee is under the age of 40 in lieu of the alternative language preceding it.
5
6
5
6
A-3

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
[
] , an individual
Dated:
                        
,
MICROCHIP TECHNOLOGY INCORPORATED
Dated:
,
By
    
A-4

Insider Trading
(HR-630)
Exhibit 19.1
1.0    INTENT
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.
Page
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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.    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;
b.    restatements of financial results, or material impairments, write-offs or restructurings;
c.    changes in independent auditors, or notification that the Company may no longer rely on an audit
report;
d.    business plans or budgets;
e.    creation of significant financial obligations, or any significant default under or acceleration of any
financial obligation;
f.    data breaches or other cybersecurity events;
g.    significant developments involving business relationships, including execution, modification or
termination of significant agreements or orders with customers, suppliers, distributors,
manufacturers or other business partners;
h.    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;
i.    significant developments in research and development or relating to intellectual property;
j.    significant legal or regulatory developments, whether positive or negative, actual or threatened,
including litigation or resolving litigation;
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.
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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.    financial liquidity problems, or possible bankruptcy;
o.    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    Confidentiality (HR-600)
4.2    Confidentiality Agreement (SPI-45507)
4.3    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.    the person adopting the trading plan is not aware of any material nonpublic information; and
b.    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.    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;
b.    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-

Exhibit 21.1
MICROCHIP TECHNOLOGY INCORPORATED
LIST OF SIGNIFICANT SUBSIDIARIES
Entity Name
Jurisdiction of Incorporation
MBarb Malta Limited
Malta
Microchip Technology LLC
USA (Delaware)
Microsemi Corp. – Holding
Cayman Islands
Microsemi Corp. – Holding 2
Cayman Islands
Microsemi Corporation
USA (Delaware)
Microsemi SoC Corp.
USA (California)
Microchip Communications, LLC
USA (Delaware)
Microchip Storage Solutions LLC
USA (Delaware)
Microchip Malta BMD Limited
Ireland
Microchip Technology Ireland Limited
Ireland
Microchip Technology Malta Limited
Malta
Microsemi Solutions UK Limited
United Kingdom
Microchip Technology (Thailand) Co. Ltd.
Thailand
Microsemi Solutions Sdn. Bhd.
Malaysia

Exhibit 22.1
The subsidiaries listed below (the “Subsidiary Guarantors”) of Microchip Technology Incorporated (“Microchip”) are issuers of guarantees of the
registered 5.050% Senior Notes due 2029 (the “2029 Notes”) issued by Microchip under that certain indenture dated February 29, 2024, by and
between Microchip and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First
Supplemental Indenture, dated as of March 7, 2024, between Microchip, the Subsidiary Guarantors, and the Trustee.
Name of Subsidiary
Jurisdiction of Organization
Atmel Corporation
Delaware
Microchip Holding Corporation
Delaware
Microchip Technology LLC
Delaware
Silicon Storage Technology, Inc.
California
Microsemi Corporation
Delaware
Microsemi Storage Solutions, Inc.
Delaware
    

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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. 333-206210,
(19)
Form S-8 No. 333-213062,
(20)
Form S-8 No. 333-221420,
(21)
Form S-8 No. 333-225257,
(22)
Form S-8 No. 333-236250,
(23)
Form S-8 No. 333-262497,

(24)
Form S-8 No. 333-273657, and
(25)
Form S-3ASR No. 333-277512
of our reports dated May 23, 2024 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, 2024.
/s/ Ernst & Young LLP
Phoenix, Arizona
May 23, 2024

Exhibit 31.1
CERTIFICATION
I, Ganesh Moorthy, certify that:
1.
I have reviewed this Form 10-K of Microchip Technology Incorporated;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over
financial reporting.
May 23, 2024
 /s/ Ganesh Moorthy                                                   
Ganesh Moorthy
President and Chief Executive Officer

Exhibit 31.2
CERTIFICATION
I, J. Eric Bjornholt, certify that:
1.
I have reviewed this Form 10-K of Microchip Technology Incorporated;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over
financial reporting.
May 23, 2024
/s/ J. Eric Bjornholt                                                         
J. Eric Bjornholt
Senior Vice President and Chief Financial Officer

Exhibit 32
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
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, 2024 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.
By:
 /s/ Ganesh Moorthy                                                   
Name:
Ganesh Moorthy
Title:
President and Chief Executive Officer
Date:
May 23, 2024
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, 2024 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.
By:
/s/ J. Eric Bjornholt                                                   
Name:
J. Eric Bjornholt
Title:
Senior Vice President and Chief Financial Officer
Date:
May 23, 2024

            Exhibit 97.1
MICROCHIP TECHNOLOGY INCORPORATED
COMPENSATION RECOVERY POLICY
As adopted on November 20, 2023
Microchip Technology Incorporated (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of
Directors (the “Board”) has adopted this Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-performance
philosophy and to comply with applicable law by providing for the reasonably prompt recovery of certain executive compensation in the event of an Accounting
Restatement. Capitalized terms used in the Policy are defined below, and the definitions have substantive impact on its application so reviewing them carefully
is important to your understanding.
The Policy is intended to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), with Exchange Act Rule 10D-1 and
with the listing standards of the national securities exchange (the “Exchange”) on which the securities of the Company are listed. The Policy will be interpreted
in a manner that is consistent with the requirements of Section 10D of the Exchange Act, Exchange Act Rule 10D-1 and with the listing standards of the
Exchange, including any interpretive guidance provided by the Exchange.
In summary, the Policy provides rules related to the reasonably prompt recovery of certain incentive-based compensation received by Executive
Officers. With limited exceptions, which are detailed below, the application of the Policy to Executive Officers is not discretionary and applies without regard to
whether an Executive Officer was at fault, except to the limited extent provided below.
Persons Covered by the Policy
The Policy is binding and enforceable against all Executive Officers. “Executive Officer” means each individual who is or was ever designated as an
“officer” by the Board in accordance with Exchange Act Rule 16a-1(f). Each Executive Officer will be required to sign and return to the Company an
acknowledgement that such Executive Officer will be bound by the terms and comply with the Policy. The failure to obtain such acknowledgement will have no
impact on the applicability or enforceability of the Policy.
Administration of the Policy
The Compensation Committee (the “Committee”) of the Board has full delegated authority to administer the Policy. The Committee is authorized to
interpret and construe the Policy and to make all determinations necessary, appropriate, or advisable for the administration of the Policy. In addition, if
determined in the discretion of the Board, the Policy may be administered by the independent members of the Board or another committee of the Board made
up of independent members of the Board, in which case all references to the Committee will be deemed to refer to the independent members of the Board or
the other Board committee. All determinations of the Committee will be final and binding and will be given the maximum deference permitted by law.
Events Requiring Application of the Policy
If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting
requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is
material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left
uncorrected in the current period (an “Accounting Restatement”), then the Committee must determine what compensation, if any, must be recovered.
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Compensation Covered by the Policy
The Policy applies to certain Incentive-Based Compensation (certain terms used in this Section are defined below) that is Received on or after
October 2, 2023 (the “Effective Date”), during the Covered Period while the Company has a class of securities listed on a national securities exchange. Such
Incentive-Based Compensation is considered “Clawback Eligible Incentive-Based Compensation” if the Incentive-Based Compensation is Received by a
person after such person became an Executive Officer and the person served as an Executive Officer at any time during the performance period for the
Incentive-Based Compensation. The Incentive-Based Compensation that must be recovered is the amount of Clawback Eligible Incentive-Based Compensation
that exceeds the amount of Clawback Eligible Incentive-Based Compensation that otherwise would have been Received had such Clawback Eligible Incentive-
Based Compensation been determined based on the restated amounts (such compensation, as computed without regard to any taxes paid, the “Excess
Compensation,” is referred to in the listings standards as “erroneously awarded incentive-based compensation”).
To determine the amount of Excess Compensation for Incentive-Based Compensation based on stock price or total shareholder return, where it is not
subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount must be based on a reasonable estimate of the
effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received and the
Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a
Financial Reporting Measure. For the avoidance of doubt, no compensation that is potentially subject to recovery under the Policy will be earned until the
Company’s right to recover under the Policy has lapsed. The following items of compensation are not Incentive-Based Compensation under the Policy: salaries,
bonuses paid solely at the discretion of the Committee or the Board that are not paid from a bonus pool that is determined by satisfying a Financial Reporting
Measure, bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period, non-equity incentive plan
awards earned solely upon satisfying one or more strategic measures or operational measures, and equity awards for which the grant is not contingent upon
achieving any Financial Reporting Measure performance goal and vesting is contingent solely upon completion of a specified employment period (e.g., time-
based vesting equity awards) and/or attaining one or more non-Financial Reporting Measures.
“Financial Reporting Measures” are measures that are determined and presented in accordance with the accounting principles used in preparing the
Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also
Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the Securities
and Exchange Commission.
Incentive-Based Compensation is “Received” under the Policy in the Company’s fiscal period during which the Financial Reporting Measure specified
in the Incentive-Based Compensation award is attained, even if the payment, vesting, settlement or grant of the Incentive-Based Compensation occurs after the
end of that period. For the avoidance of doubt, the Policy does not apply to Incentive-Based Compensation for which the Financial Reporting Measure is
attained prior to the Effective Date.
“Covered Period” means the three completed fiscal years immediately preceding the Accounting Restatement Determination Date. In addition,
Covered Period can include certain transition periods resulting from a change in the Company’s fiscal year. The Company’s obligation to recover Excess
Compensation is not dependent on if or when the restated financial statements are filed.
“Accounting Restatement Determination Date” means the earliest to occur of: (a) the date the Board, a committee of the Board, or one or more of
the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company
is required to prepare an Accounting Restatement; and (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an
Accounting Restatement.
 
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Repayment of Excess Compensation
The Company must recover such Excess Compensation reasonably promptly and Executive Officers are required to repay Excess Compensation to
the Company. Subject to applicable law, the Company may recover such Excess Compensation by requiring the Executive Officer to repay such amount to the
Company by direct payment to the Company or such other means or combination of means as the Committee determines to be appropriate (these
determinations do not need to be identical as to each Executive Officer). These means may include:
(a)    requiring reimbursement of cash Incentive-Based Compensation previously paid;
(b)    seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;
(c)    offsetting the amount to be recovered from any unpaid or future compensation to be paid by the Company or any affiliate of the Company to the
Executive Officer;
(d)    cancelling outstanding vested or unvested equity awards; and/or
(e)    taking any other remedial and recovery action permitted by law, as determined by the Committee.
The repayment of Excess Compensation must be made by an Executive Officer notwithstanding any Executive Officer’s belief (whether legitimate or
non-legitimate) that the Excess Compensation had been previously earned under applicable law and therefore is not subject to clawback.
In addition to its rights to recovery under the Policy, the Company or any affiliate of the Company may take any legal actions it determines appropriate
to enforce an Executive Officer’s obligations to the Company or to discipline an Executive Officer, including (without limitation) termination of employment,
institution of civil proceedings, reporting of misconduct to appropriate governmental authorities, reduction of future compensation opportunities or change in
role. The decision to take any actions described in the preceding sentence will not be subject to the approval of the Committee and can be made by the Board,
any committee of the Board, or any duly authorized officer of the Company or of any applicable affiliate of the Company.
Limited Exceptions to the Policy
The Company must recover the Excess Compensation in accordance with the Policy except to the limited extent that the conditions set forth below are
met, and the Committee determines that recovery of the Excess Compensation would be impracticable:
(a)    The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before reaching this
conclusion, the Company must make a reasonable attempt to recover such Excess Compensation, document such reasonable attempt(s) to
recover, and provide that documentation to the Exchange; or
(b)    Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company,
to fail to meet the legal requirements as such.
Other Important Information in the Policy
The Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive
Officer and Chief Financial Officer, as well as any other applicable laws, regulatory requirements, rules, or pursuant to the terms of any existing Company policy
or agreement providing for the recovery of compensation.
Notwithstanding the terms of any of the Company’s organizational documents (including, but not limited to, the Company’s bylaws), any corporate
policy or any contract (including, but not limited to, any indemnification agreement), neither the Company nor any affiliate of the Company will indemnify or
provide advancement for any Executive Officer
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against any loss of Excess Compensation. Neither the Company nor any affiliate of the Company will pay for or reimburse insurance premiums for an insurance
policy that covers potential recovery obligations. In the event the Company is required to recover Excess Compensation from an Executive Officer who is no
longer an employee pursuant to the Policy, the Company will be entitled to seek such recovery in order to comply with applicable law, regardless of the terms of
any release of claims or separation agreement such individual may have signed.
The Committee or Board may review and modify the Policy from time to time.
If any provision of the Policy or the application of any such provision to any Executive Officer is adjudicated to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability will not affect any other provisions of the Policy or the application of such provision to another Executive
Officer, and the invalid, illegal or unenforceable provisions will be deemed amended to the minimum extent necessary to render any such provision or
application enforceable.
The Policy will terminate and no longer be enforceable when the Company ceases to be listed issuer within the meaning of Section 10D of the
Exchange Act.
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MICROCHIP TECHNOLOGY INCORPORATED
ACKNOWLEDGEMENT
•
I acknowledge that I have received and read the Compensation Recovery Policy (the “Policy”) of Microchip Technology Incorporated (the
“Company”).
•
I understand and acknowledge that the Policy applies to me, and all of my beneficiaries, heirs, executors, administrators or other legal
representatives and that the Company’s right to recovery in order to comply with applicable law will apply, regardless of the terms of any
release of claims or separation agreement I have signed or will sign in the future.
•
I agree to be bound by and to comply with the Policy and understand that determinations of the Committee (as such term is used in the Policy)
will be final and binding and will be given the maximum deference permitted by law.
•
I understand and agree that my current indemnification rights, whether in an individual agreement or the Company’s organizational documents,
exclude the right to be indemnified for amounts required to be recovered under the Policy.
•
I understand that my failure to comply in all respects with the Policy is a basis for termination of my employment with the Company and any
affiliate of the Company as well as any other appropriate discipline.
•
I understand that neither the Policy, nor the application of the Policy to me, gives rise to a resignation for good reason (or similar concept) by
me under any applicable employment agreement or arrangement.
•
I acknowledge that if I have questions concerning the meaning or application of the Policy, it is my responsibility to seek guidance from the
Company’s Chief Financial Officer, or my own personal advisers.
•
I acknowledge that neither this Acknowledgement nor the Policy is meant to constitute an employment contract.
    Please review, sign and return this form to Kim van Herk, Compliance Officer.
Executive
(print name)
(signature)
(date)