Microchip Technology (MCHP) 10-K risk factor changes: FY2021 vs FY2020

When evaluating Microchip and its business, you should give careful consideration to the factors [removed: listed] below, [removed: in addition to] [added: as well as] the information provided elsewhere in this Form 10-K and in other [removed: documents that] [added: filings] we [removed: file] [added: make] with the [removed: Securities and Exchange Commission.][added: SEC.]

[removed: | • |] [added: -] general economic, industry, public health or political conditions in the U.S. or internationally, including ongoing uncertainty surrounding the COVID-19 [removed: virus] [added: pandemic] and its implications; [removed: |]

[removed: | • |] [added: -] disruptions in our business, our supply chain or our customers' businesses due to public health concerns (including viral outbreaks such as [removed: the COVID-19 virus),] [added: COVID-19),] cybersecurity incidents, terrorist activity, armed conflict, war, worldwide oil prices and supply, fires, natural disasters or disruptions in the transportation system; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] the level of order cancellations or push-outs due to the impact of the COVID-19 [removed: virus] [added: pandemic] or other factors; [removed: |]

[removed: | • |] [added: -] trade restrictions and [removed: changes] [added: increase] in tariffs, including those [removed: impacting] [added: on] business in China, [removed: as well as those] [added: or] focused on specific companies; [removed: |]

[removed: | • |] [added: -] the mix of inventory we hold and our ability to satisfy orders from our inventory; [removed: |]

[removed: | • |] [added: -] our ability to continue to realize the expected benefits of our past or future acquisitions; [removed: |]

[removed: | • |] [added: -] our ability to [removed: adjust] [added: increase] our factory capacity to respond to changes in customer demand; [removed: |]

[removed: | • |] [added: -] changes in utilization of our manufacturing capacity and fluctuations in manufacturing yields; [removed: |]

[removed: | • |] [added: -] our ability to secure sufficient wafer foundry, assembly and testing capacity; [removed: |]

[removed: | • |] [added: -] changes or fluctuations in customer order patterns and seasonality; [removed: |]

[removed: | • |] [added: -] new accounting pronouncements or changes in existing accounting standards and practices; [removed: |]

[removed: | • |] [added: -] levels of inventories held by our customers; [removed: |]

[removed: | • |] [added: -] risk of excess and obsolete inventories; [removed: |]

[removed: | • |] [added: -] competitive developments including pricing pressures; [removed: |]

[removed: | • |] [added: -] unauthorized copying of our products resulting in pricing pressure and loss of sales; [removed: |]

[removed: | • |] [added: -] availability of raw materials, supplies and equipment; [removed: |]

[removed: | • |] [added: -] our ability to successfully transition [removed: products] to more advanced process technologies to reduce manufacturing costs; [removed: |]

[removed: | • |] [added: -] the level of orders that are received and can be shipped in a quarter, including the impact of product lead times; [removed: |]

[removed: | • |] [added: -] the level of sell-through of our products through distribution; [removed: |]

[removed: | • |] [added: -] fluctuations in our mix of product sales; [removed: |]

[removed: | • |] [added: -] announcements of other significant acquisitions by us or our competitors; [removed: |]

[removed: | • |] [added: -] costs and outcomes of any current or future tax audits or any litigation, investigation or claims involving intellectual property, our Microsemi acquisition, customers or other issues; [removed: |]

[removed: | • |] [added: -] fluctuations in commodity or energy prices; and [removed: |]

[removed: | • |] [added: -] property damage or other losses, whether or not covered by insurance. [removed: |]

[removed: We believe that period-to-period] [added: Period-to-period] comparisons of our operating results are not necessarily meaningful and [removed: that] you should not rely upon any such comparisons as indications of our future performance.

Uncertain global economic and public health conditions, such as the COVID-19 [removed: virus,] [added: pandemic,] have caused or may cause our operating results to fluctuate significantly and make [removed: comparability] [added: comparisons] between periods less meaningful.

[removed: [Table] [added: [Table] of [removed: Contents](#s501CD12FEE3D5169A03054EEC3946C34)][added: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)]

[removed: However, any] [added: Any] downturn in global economic conditions, as a result of the COVID-19 [removed: virus] [added: pandemic] or otherwise, may adversely impact [removed: the] [added: their] financial [removed: viability of our licensees, customers, distributors or suppliers.][added: viability.]

The financial failure of a large licensee, customer or distributor, an important supplier, or a group thereof, could have an adverse impact on our operating results and could result in our [removed: not being able] [added: inability] to collect our accounts receivable balances, higher [removed: reserves for doubtful accounts, write-offs] [added: allowances] for [removed: accounts receivable,] [added: credit losses,] and higher operating costs as a percentage of net sales.

[removed: | • |] [added: -] global economic and financial uncertainty due to the COVID-19 [removed: virus] [added: pandemic] or other factors; [removed: |]

[removed: | • |] [added: -] quarterly variations in our operating results or the operating results of other technology companies; [removed: |]

[removed: | • |] [added: -] changes in our financial guidance or our failure to meet such guidance; [removed: |]

[removed: | • |] [added: -] changes in analysts' estimates of our financial performance or buy/sell recommendations; [removed: |]

[removed: | • |] [added: -] general conditions in the semiconductor industry; [removed: |]

[removed: | • |] [added: -] our ability to realize the expected benefits of our completed or future acquisitions; and [removed: |]

[removed: | • |] [added: -] actual or anticipated announcements of technical innovations or new products by us or our competitors. [removed: |]

In addition, the stock market has recently and [removed: from time to time] 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 [removed: the] [added: their] operating [removed: performance of such companies.][added: performance.]

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 of our licensees, customers, distributors, or suppliers;

- impact of the COVID-19 pandemic, increased tariffs or other factors affecting our suppliers;

- dependence on foreign sales and operations, which exposes us to foreign political and economic risks;

- limited visibility to product shipments;

- dependency on wafer foundries and other contractors by our licensees and ourselves;

- 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;

- impact of seasonality and wide fluctuations of supply and demand in the industry;

- dependency on distributors;

- ability to introduce new products on a timely basis;

- business interruptions, including natural disasters, affecting our operations or that of key vendors, licensees or customers;

- technology licensing business exposes us to various risks;

- reliance on sales into governmental projects;

- risks related to grants from governments, agencies and research organizations;

- 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.

Risks Related to Cybersecurity, Privacy, Intellectual Property, and Litigation

- attacks on our IT systems and data, interruptions in our IT systems, or improper handling of data;

- risks related to compliance with privacy and data protection laws and regulations;

- risks related to legal proceedings, investigations or claims;

- risks related to contractual relationships with our customers; and

- protecting and enforcing our intellectual property rights.

Risks Related to Taxation, Laws and Regulations

- impact of new accounting pronouncements or changes in existing accounting standards and practices;

- fines, restrictions or delay in our ability to export products, or increase costs associated with the manufacture or transfer of products;

- outcome of future examinations of our income tax returns;

- exposure to greater than anticipated income tax liabilities, changes in or the interpretation of tax rules and regulations including the TCJA, the American Rescue Plan Act of 2021 (ARPA), or unfavorable assessments from tax audits;

- impact of the legislative and policy changes implemented by the new administration;

- impact of stringent environmental, climate change, conflict-free minerals and other regulations or customer demands; 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;

- our ability to effectively manage current or future debt;

| | |

| --- | --- |

| • | changes in tax regulations and policies in the U.S. and other countries in which we do business including the impact of the Tax Cuts and Jobs Act of 2017 (the Act); |

In connection with our acquisition of Microsemi, we incurred debt consisting of $3.10 billion under our revolving line of credit, $3.00 billion under our term loan facility, and $2.00 billion in senior secured notes.

At March 31, 2020, we had $1.72 billion of outstanding borrowings under our term loan facility.

In March 2020, we financed the settlement of $615.0 million in principal amount of our 2015 Senior Convertible Debt through borrowings under our bridge loan facility.

At March 31, 2020, we had $3.87 billion of outstanding principal related to our convertible debt consisting of $2.77 billion of aggregate principal value issued in 2017 and $1.11 billion of principal value issued in 2015.

As a result of such transactions, we have a substantially greater amount of debt than we had maintained in the past.

In particular, we have recently experienced longer lead times for equipment which we need for capacity expansion at certain of our manufacturing facilities.

| • | our ability to remain price competitive against companies that have copied our proprietary product lines, especially in countries where intellectual property rights protection is difficult to achieve and maintain; |

However, there can be no assurance that we will be able to do so in the future.

Our reliance on third party contractors and foundries has increased as a result of our acquisitions including our acquisitions of Microsemi and Atmel.

The disruption or termination of any of our contractors could harm our business and operating results.

The manufacture and assembly of integrated circuits, particularly non-volatile, erasable CMOS memory and logic devices such as those that we produce, are complex processes.

Although such material weaknesses were remediated in fiscal 2020, internal controls are important to accurately reflect our financial position and results of operations in our financial

Business interruptions to our operations or the operations of our key vendors, subcontractors, licensees or customers, whether due to public health concerns (such as the COVID-19 virus), natural disasters, cybersecurity incidents, or other events, could harm our business.

Operations at any of our facilities, at the facilities of any of our wafer fabrication or assembly and test subcontractors, or at any of our significant vendors or customers may be disrupted for reasons beyond our control.

In particular, recent restrictions on travel have impacted our manufacturing operations in the Philippines and our subcontractors' manufacturing operations in Malaysia and China.

Similar challenges have arisen for our logistics service providers, which has impacted their ability to ship product to our customers.

The impact of such interruptions on our lead times and ability to fulfill orders was minimal in the fiscal quarter ended March 31, 2020, but we have seen increased impacts since then which we expect to adversely impact our business in the fiscal quarter ended June 30, 2020 and which could continue to adversely impact our business in future periods.

Such customer and licensee disruptions are expected to adversely impact our business in the fiscal quarter ended June 30, 2020 and we cannot accurately predict whether such disruptions will continue in subsequent periods.

A significant portion of our sales are made through the exporting and importing of products.

Such penalties could have a material adverse effect on our business, sales and earnings.

Recent amendments made to the Export Administration

Regulation (EAR) pursuant to prohibitions of items with a “military end use” in China, Russia, and Venezuela, 85 Fed.

Reg.

23459, and elimination of EAR License Exception CIV, 85 Fed.

23470, which are effective June 2020, apply to a greater number of our products than previous versions of the regulations.

For certain of our products associated with our Microsemi acquisition, we rely on U.S. export licenses to ship our products to non-U.S. customers.

In 2018, there was a federal government shutdown from January 20, 2018 to January 23, 2018 and a second shutdown from December 22, 2018 through January 25, 2019.

Due to the U.S. federal government shutdown, the agency that approves these export licenses was temporarily closed.

This resulted in a delay in certain shipments that were scheduled to ship within the quarter.

Although this delay did not result in a material adverse impact on our revenue in previous quarters, it could have a material adverse impact on our revenue within the quarter of any future government shutdown, and in the following quarter depending on the ability of the governmental agency to expedite processing of licenses delayed during the shutdown.

Additionally, certain of our products associated with our Microsemi acquisition ship from jurisdictions that Microchip did not previously ship from.

This makes us subject to different jurisdictional export regulations for different products.

Although a delay in approval of exports from any single jurisdiction is unlikely to result in a material adverse impact on our revenue in the short term, a denial in approval of exports could over the longer term have a negative effect on our business, financial condition and results of operations.

Higher duties on existing tariffs and further rounds of tariffs were announced as recently as September 2019.

The additional tariffs imposed in 2019 on components or equipment that we or our suppliers source from China increased our costs but did not have a material adverse impact on our operating results in fiscal 2020 as we were able to make adjustments in operations and supply to mitigate the effects of these tariffs.

The market for integrated circuit products in China is highly competitive, and both international and domestic competitors are aggressively seeking to increase their market share.

Increased competition and, economic weakness in the China market has recently made it more difficult for us to achieve our desired sales volumes in China.

[removed: This report, including "Item 1 – Business," "Item 1A – Risk Factors," and "Item 7 –] Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations,"] [added: Operations,”] contains certain forward-looking statements that involve risks and uncertainties, including statements regarding our strategy, financial performance and revenue sources.

[removed: | • |] [added: -] That local governments could require us [added: or our suppliers] to temporarily reduce production further or cease operations [removed: at any of our facilities] and we could experience constraints in fulfilling customer orders; [removed: |]

[removed: | • |] [added: -] Our belief that our actions to combat the spread of [removed: the] COVID-19 [removed: virus] will help preserve the health of our team members, customers, suppliers, visitors to our facilities, people with whom we conduct business and our communities, and allow us to safely continue operations; [removed: |]

[removed: | • |] [added: -] Our inability to predict how the COVID-19 [removed: virus outbreak,] [added: pandemic,] and actions taken by others in response to it, will affect our business; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] Our ability to moderate future average selling price declines; [removed: |]

[removed: | • |] [added: -] The effect of product mix, capacity utilization, yields, fixed cost absorption, competition and economic conditions on gross margin; [removed: |]

[removed: | • |] [added: -] The amount of, and changes in, demand for our products and those of our customers; [removed: |]

[removed: | • |] [added: -] The impact of [added: national security protections,] trade restrictions and changes in tariffs, including those impacting China; [removed: |]

[removed: | • |] [added: -] Our expectation that in the future we will acquire additional businesses that we believe will complement our existing businesses; [removed: |]

[removed: | • |] [added: -] Our expectation that in the future we will enter into joint development agreements or other [removed: business or] strategic relationships with other companies; [removed: |]

[removed: | • |] [added: -] The level of orders that will be received and shipped within a quarter, including the impact of our product lead times; [removed: |]

[removed: | • |] [added: -] Our expectation that our [removed: June 2020] days of inventory [removed: levels] [added: at June 30, 2021] will be [removed: down 6 days] [added: flat] to [removed: up 8] [added: down 5] days compared to the March [removed: 2020 levels. Our belief that our existing level of inventory will allow us to maintain competitive lead times and provide strong delivery performance to our customers; |][added: 31, 2021 levels;]

[removed: | • |] [added: -] Our belief that customers recognize our products and brand name and use distributors as an effective supply channel; [removed: |]

[removed: | • |] [added: -] The accuracy of our estimates of the useful life and values of our property, assets and other liabilities; [removed: |]

[removed: | • |] [added: -] Our ability to increase the proprietary portion of our [removed: analog, interface, mixed signal and timing] [added: analog] product [removed: lines] [added: line] and the effect of such an increase; [removed: |]

[removed: | • |] [added: -] The impact of any supply disruption we may experience; [removed: |]

[removed: | • |] [added: -] Our ability to effectively utilize our facilities at appropriate capacity levels and anticipated costs; [removed: |]

[removed: [Table] [added: [Table] of [removed: Contents](#s501CD12FEE3D5169A03054EEC3946C34)][added: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)]

[removed: | • |] [added: -] That we adjust capacity utilization to respond to actual and anticipated business and industry-related conditions; [removed: |]

[removed: | • |] [added: -] That manufacturing costs will be reduced by transition to advanced process technologies; [removed: |]

[removed: | • |] [added: -] Our ability to maintain manufacturing yields; [removed: |]

[removed: | • |] [added: -] Continuing our investments in new and enhanced products; [removed: |]

[removed: | • |] [added: -] The cost effectiveness of using our own assembly and test operations; [removed: |]

[removed: | • |] [added: -] Our anticipated level of capital expenditures; [removed: |]

[removed: | • |] [added: -] Continuation and amount of quarterly cash dividends; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] The impact of seasonality on our business; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] Our expectation that we will continue to be the target of [removed: attacks on our data,] [added: cyber-attacks, computer viruses, unauthorized access and other] attempts to breach [removed: our] [added: or otherwise compromise the] security [removed: and attempts to introduce malicious software into] [added: of] our IT [removed: systems; |][added: systems and data;]

[removed: | • |] [added: -] The accuracy of our estimates used in valuing employee equity awards; [removed: |]

[removed: | • |] [added: -] That the resolution of legal actions will not have a material effect on our business, and the accuracy of our assessment of the probability of loss and range of potential loss; [removed: |]

[removed: | • |] [added: -] Our belief that the expiration of any tax holidays will not have a material impact on our [removed: financial statements or] effective tax rate; [removed: |]

[removed: | • |] [added: -] The impact of [removed: our intra-group asset transfers, and] the geographical dispersion of our earnings and losses on our effective tax rate; [removed: |]

[removed: | • |] [added: -] Our belief that the estimates used in preparing our consolidated financial statements are reasonable; [removed: |]

[removed: | • |] [added: -] Our actions to vigorously and aggressively defend and protect our intellectual property on a worldwide basis; [removed: |]

[removed: | • |] [added: -] Our ability to obtain patents and intellectual property licenses and minimize the effects of litigation; [removed: |]

[removed: | • |] [added: -] The level of risk we are exposed to for product liability claims or indemnification claims; [removed: |]

[removed: | • |] [added: -] The effect of fluctuations in market interest rates on our income and/or cash flows; [removed: |]

This report, including “Item 1.

Business,” “Item 1A.

Risk Factors,” and “Item 7.

- The impact of the COVID-19 pandemic on demand for our products;

- Our expectation that certain supply chain constraints will continue through the remainder of calendar year 2021 and possibly into calendar year 2022;

- That if the impact of COVID-19 cases continues or worsens, the pandemic could adversely impact our business in future periods;

- Our expectation that foundry capacity will continue to be tight due to strong demand for wafers across the industry;

- Our expectation that we will continue to operate our manufacturing facilities at or above normal capacity if the current supply constraints relative to demand continue through fiscal 2022;

- The accuracy of our estimated tax rate;

- That we expect to be able to realize the future tax benefit resulting from certain intra-group asset transfers;

- Our expectation that our reliance on third party contractors may increase over time as our business grows;

- The impact of the legislative and policy changes implemented or which may be implemented by the new administration, on our business and the trading price of our stock.

Risk Factors," and elsewhere in this Form 10-K.

[Table of Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)

Financial Statements and Supplementary Data." For an overview of our business, refer to “Part I Item 1.

Business."

In the second half of fiscal 2021, business conditions were unexpectedly strong as businesses and individuals adapted to the effects of the pandemic.

Supply chains, however, were stressed as they were not expecting the level of economic strength that occurred.

The impact of the pandemic on individuals and in certain locations in which we operate remains uncertain and will depend on many factors, such as the effectiveness of containment efforts including the use and effectiveness of vaccines.

Demand for our products that serve certain markets, such as consumer, automotive, and industrial increased in the second half of fiscal 2021, offsetting the adverse demand fluctuations in the early part of fiscal 2021 caused by the COVID-19 pandemic.

Additionally, the markets that benefited earlier in fiscal 2021 from the stay-at-home economy, such as datacenters and communications reverted to normal demand levels by the second half of fiscal 2021 and remained at such levels at the end of fiscal 2021.

At this time, our global manufacturing sites and our logistics channels are fully operational and local restrictions related to the COVID-19 pandemic that impacted us in the first quarter of fiscal 2021 have eased.

During the second half of fiscal 2021, we experienced strong demand and low levels of inventory on our balance sheet and at our external distribution channel partners, and we continued to experience constraints in all our internal and external factories and their related manufacturing supply chains.

We started ramping up production at our internal factories in September 2020, as well as investing in capital additions to expand our internal capacity.

We also worked closely with our wafer fabrication, assembly and test subcontractors to secure additional capacity.

While we expect our overall capacity to grow every quarter in calendar 2021, we expect the wafer fabrication, assembly and test constraints to persist through the remainder of calendar 2021 and possibly into calendar 2022.

As a result, lead times continue to increase for many of our products.

If the impact of COVID-19 continues or worsens, the pandemic could adversely impact our business in future periods.

- We require social distancing, and have established distancing protocols at our facilities.

We have suspended attendance at conferences and other gatherings and recently began to allow limited business travel.

We generally require team members to work from home to the extent possible.

Where work from home is not possible, all on-site team members are requested to take their temperatures before arriving to work, stay home if they do not feel well, stay home if they have been exposed to someone with COVID-19 or its symptoms, maintain a safe distance

[Table of Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)

- In partnership with our suppliers, we have evaluated our supply chain to identify gaps or weak points.

In December 2020, we restored previous reductions in compensation, resumed hiring, and increased spending for certain capital expenditures to help meet business demands.

- We are working with government authorities in the areas where we have a significant footprint.

We review the accounting policies we use in reporting our financial results on a regular basis.

Usually, there is only a

[Table of Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)

[Table of Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)

| | |

| --- | --- |

| • | The impact of disruptions to our manufacturing and the distribution of our products, including disruptions due to the COVID-19 virus and related government responses; |

| • | That we have seen increased impacts since then which we expect to adversely impact our business in the fiscal quarter ended June 30, 2020; |

| • | The effect that distributor and customer inventory holding patterns will have on us; |

| • | Anticipating increased customer requirements to meet voluntary criteria related to the reduction or elimination of substances in our products; |

| • | Our belief that our direct sales personnel combined with our distributors provide an effective means of reaching our customer base; |

| • | Our belief that our processes afford us both cost-effective designs in existing and derivative products and greater functionality in new product designs; |

| • | Our plans for operation of our fabrication facilities, including our plan to close our facility in Santa Clara, California; |

| • | The cost savings from re-purposing Fab 5 for the manufacture of discrete and specialty products in addition to a lower volume of a diversified set of standard products and transferring the manufacture of certain higher volume products to other facilities; |

| • | The recoverability of our deferred tax assets; |

| • | The adequacy of our tax reserves to offset any potential tax liabilities, having the appropriate support for our income tax positions and the accuracy of our estimated tax rate; |

| • | Our belief that the effect the new tax laws will have on low-taxed income of foreign subsidiaries will have the most significant, adverse impact; and |

We begin our Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) with a summary of our overall business strategy to give the reader an overview of the goals of our business and the overall direction of our business and products.

We then discuss our results of operations for fiscal 2020 compared to fiscal 2019.

The changes in our fiscal 2019 results of operations compared to fiscal 2018 were primarily due to our acquisition of Microsemi Corporation, which closed on May 29, 2018.

Our liquidity and capital resources section generally discusses fiscal 2020 compared to fiscal 2019.

The severity and duration of the economic impact is currently unknown and will depend on many factors, such as the effectiveness of containment efforts.

Demand for our products has increased in the areas of our business that support the stay-at-home economy, such as products used in medical devices, datacenter, communications infrastructure, computers, printers, monitors and contact free consumer and industrial products.

However, demand has decreased in other areas such as automotive, broad based industrial, consumer and home appliances, and aerospace.

We have seen a greater number of order cancellations and requests to reschedule deliveries to future dates.

Some customers are requesting order cancellation within our firm order window and are claiming applicability of force majeure clauses.

At this time, our global manufacturing sites are operational, though certain of them are operating at reduced utilization levels.

This may be due to local restrictions related to the COVID-19 virus, such as our Philippine manufacturing sites, or a decrease in demand for products manufactured at a particular site.

Additionally, travel restrictions have impacted our subcontractors' manufacturing operations in Malaysia and China, and similar challenges have arisen for our logistics service providers, which has impacted their ability to ship product to our customers.

The impact to our lead times and ability to fulfill orders was minimal in the fiscal quarter ended March 31, 2020 but we have seen increased impacts since then which we expect to adversely impact our business in the fiscal quarter ended June 30, 2020 and which could continue to adversely impact our business in future periods.

We are committed to the health and safety of our employees, contractors, customers, suppliers, visitors to our facilities, other business partners, and communities.

| • | We require social distancing, and have established distancing protocols at our facilities. We currently prohibit visitors, have suspended business travel, have suspended attendance at conferences and other gatherings, and require team members to work from home to the extent possible. Where work from home is not possible, all on-site team members are requested to take their temperatures before arriving to work, stay home if they do not feel |

Acquisition of Microsemi

On May 29, 2018, we completed our acquisition of Microsemi Corporation, a publicly traded company headquartered in Aliso Viejo, California.

We paid an aggregate of approximately $8.19 billion in cash to the stockholders of Microsemi.

The total consideration transferred in the acquisition, including approximately $53.9 million of non-cash consideration for the exchange of certain share-based payment awards of Microsemi for stock awards of Microchip, was approximately $8.24 billion.

In addition to the consideration transferred, we recognized in our consolidated financial statements $3.23 billion in liabilities of Microsemi consisting of debt, taxes payable and deferred, pension obligations, restructuring, and contingent and other liabilities of which $2.06 billion of existing debt was paid off.

We financed the purchase price using approximately $8.10 billion of borrowings consisting of $3.10 billion of loans under our revolving line of credit (the "Revolving Credit Facility"), $3.00 billion of term loans ("Term Loan Facility") provided under our amended and restated Credit Agreement, and $2.00 billion in newly issued senior secured notes.

We incurred $22.0 million in costs related to the acquisition.

As a result of the acquisition, Microsemi became a wholly owned subsidiary of Microchip.

Microsemi offers a comprehensive portfolio of semiconductor and system solutions for aerospace and defense, communications, data center and industrial markets.

Our primary reason for this acquisition was to expand our range of solutions, products and capabilities by extending our served available market.

For further details, see the discussion in Note 2 of our consolidated financial statements included in this report.

Strategy

As of March 31, [removed: 2020,] [added: 2021,] our long-term debt totaled [removed: $10.59] [added: $9.21] billion.

We have no interest rate exposure to rate changes on our fixed rate debt, which totaled [removed: $5.86] [added: $6.86] billion as of March 31, [removed: 2020.][added: 2021.]

We do have interest rate exposure with respect to the [removed: $4.73] [added: $2.35] billion [removed: balance] of our variable interest rate debt outstanding as of March 31, [removed: 2020.][added: 2021.]

A 50 basis point increase in interest rates would impact our expected annual interest expense for the next 12 months by approximately [removed: $23.6] [added: $11.7] million.

[removed: CONSOLIDATED BALANCE] [added: CONSOLIDATED BALANCE] SHEETS

| ASSETS | | | | | | | | [added: | | | |]

| | [added: | |] March 31, | | | | | | | [added: | |]

| | [added: | | 2021 | | | | | |] 2020 | | | | [added: | |] 2019 | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | [added: | |] $ | [removed: 401.0] [added: 280.0] | | | [added: | |] $ | [removed: 428.6] [added: 401.0] | |

| Short-term investments | [added: | |] 2.0 | | | | [removed: 2.3] | | [added: 2.0] | [added: | |]

| Accounts receivable, net | [removed: 934.0] | | [added: 997.7] | | [removed: 880.6] | | | [added: | 934.0 | | |]

| Inventories | [removed: 685.7] | | [added: 665.0] | | [removed: 711.7] | | | [added: | 685.7 | | |]

| Other current assets | [removed: 194.5] | | [added: 200.5] | | [removed: 191.6] | | | [added: | 194.5 | | |]

| Total current assets | [removed: 2,217.2] | | [added: 2,145.2] | | [removed: 2,214.8] | | | [added: | 2,217.2 | | |]

| Property, plant and equipment, net | [removed: 876.1] | | [added: 854.7] | | [removed: 996.7] | | | [added: | 876.1 | | |]

| Goodwill | [removed: 6,664.8] | | [added: 6,670.6] | | [removed: 6,663.9] | | | [added: | 6,664.8 | | |]

| Intangible assets, net | [removed: 5,702.3] | | [added: 4,794.8] | | [removed: 6,685.6] | | | [added: | 5,702.3 | | |]

| Long-term deferred tax assets | [removed: 1,748.5] | | [added: 1,749.2] | | [removed: 1,677.2] | | | [added: | 1,748.5 | | |]

| Other assets | [removed: 217.2] | | [added: 264.3] | | [removed: 111.8] | | | [added: | 217.2 | | |]

| Total assets | [added: | |] $ | [removed: 17,426.1] [added: 16,478.8] | | | [added: | |] $ | [removed: 18,350.0] [added: 17,426.1] | |

| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | [added: | | | |]

| Accounts payable | [added: | |] $ | [removed: 246.8] [added: 292.4] | | | [added: | |] $ | [removed: 226.4] [added: 246.8] | |

| Accrued liabilities | [removed: 781.8] | | [added: 794.3] | | [removed: 787.3] | | | [added: | 781.8 | | |]

| Current portion of long-term debt | [removed: 608.8] | | [added: 1,322.9] | | [removed: 1,360.8] | | | [added: | 608.8 | | |]

| Total current liabilities | [removed: 1,637.4] | | [added: 2,409.6] | | [removed: 2,374.5] | | | [added: | 1,637.4 | | |]

| Long-term debt | [removed: 8,873.4] | | [added: 7,581.2] | | [removed: 8,946.2] | | | [added: | 8,873.4 | | |]

| Long-term income tax payable | [removed: 668.4] | | [added: 689.9] | | [removed: 756.2] | | | [added: | 668.4 | | |]

| Long-term deferred tax liability | [removed: 318.5] | | [added: 43.9] | | [removed: 706.1] | | | [added: | 318.5 | | |]

| Other long-term liabilities | [removed: 342.9] | | [added: 417.1] | | [removed: 279.5] | | | [added: | 342.9 | | |]

| Stockholders' equity: | | | | | | | | [added: | | | |]

| Preferred stock, $0.001 par value; authorized 5,000,000 shares; no shares issued or outstanding | [added: | |] — | | | | [added: | |] — | | |

| Common stock, $0.001 par value; authorized 450,000,000 shares; [removed: 258,391,231] [added: 284,479,079] shares issued and [removed: 245,325,643] [added: 273,528,594] shares outstanding at March 31, [removed: 2020; 253,232,909] [added: 2021; 258,391,231] shares issued and [removed: 237,589,501] [added: 245,325,643] shares outstanding at March 31, [removed: 2019] [added: 2020] | [removed: 0.2] | | [added: 0.3] | | [added: | | | |] 0.2 | | |

| Additional paid-in capital | [removed: 2,675.1] | | [added: 2,403.3] | | [removed: 2,679.6] | | | [added: | 2,675.1 | | |]

| Common stock held in treasury: [removed: 13,065,588] [added: 10,950,485] shares at March 31, [removed: 2020; 15,643,408] [added: 2021; 13,065,588] shares at March 31, [removed: 2019] [added: 2020] | [removed: (500.6] | | [removed: )] [added: (433.8)] | | [removed: (582.2] | | [removed: )] | [added: | (500.6) | | |]

| Accumulated other comprehensive loss | [removed: (21.6] | | [removed: )] [added: (26.2)] | | [removed: (20.7] | | [removed: )] | [added: | (21.6) | | |]

| Retained earnings | [removed: 3,432.4] | | [added: 3,393.5] | | [removed: 3,210.6] | | | [added: | 3,432.4 | | |]

| Total stockholders' equity | [removed: 5,585.5] | | [added: 5,337.1] | | [removed: 5,287.5] | | | [added: | 5,585.5 | | |]

| Total liabilities and stockholders' equity | [added: | |] $ | [removed: 17,426.1] [added: 16,478.8] | | | [added: | |] $ | [removed: 18,350.0] [added: 17,426.1] | |

[removed: [Table] [added: [Table] of [removed: Contents](#s501CD12FEE3D5169A03054EEC3946C34)][added: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)]

[removed: CONSOLIDATED STATEMENTS] [added: CONSOLIDATED STATEMENTS] OF INCOME

| | [added: | | Fiscal] Year [removed: ended] [added: Ended] March 31, | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | |]

| | [removed: 2020] | | | | [removed: 2019] | | | | [removed: 2018] | | | [added: | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |]

| Net sales | [added: | |] $ | [added: 5,438.4 | | | | | $ |] 5,274.2 | | | [added: | |] $ | 5,349.5 | | | [removed: $] | [removed: 3,980.8] | | [added: | | | | | | | | | | | | | | | | |]

| Cost of sales [removed: (1)] | [added: | | 2,059.6 | | | | | |] 2,032.1 | | | | [added: | |] 2,418.2 | | | | [removed: 1,560.1] | | | [added: | | | | | | | | | | | | | | | | |]

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[Table of Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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[Table of Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net income | | | $ | 349.4 | | | | | $ | 570.6 | | | | | | | | | | | | | | | | | $ | 355.9 | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Increase in deferred income on shipments to distributors | — | | | | — | | | | 41.0 | | |

The disclosures are not applicable for the fiscal years ended March 31, 2019 or 2018.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at March 31, 2017 | | 249.5 | | | $ | 2,537.6 | | | 20.4 | | | $ | (731.9 | ) | | $ | (14.4 | ) | | $ | 1,479.4 | | | $ | 3,270.7 | |

The Company's strategic focus is on embedded control solutions, including:

| | |

| --- | --- |

| • | general purpose and specialized microcontrollers and microprocessors |

- wired and wireless connectivity products

- development tools and related software

- field-programmable gate array (FPGA) products

- analog, interface, mixed signal, timing, timing systems and security products

- discrete diodes and Metal Oxide Semiconductor Field Effect Transistors (MOSFETS)

- memory products

On April 1, 2018, the Company adopted Accounting Standards Codification Topic 606, *Revenue from Contracts with Customers* (ASC 606) and all related amendments.

variable.

Revenue Recognition (prior to the adoption of ASC 606)

Prior to the adoption of ASC 606 on April 1, 2018, the Company recognized revenue when the earnings process was complete, as evidenced by an agreement with the customer, transfer of title had occurred, the pricing was fixed or determinable and collectability was reasonably assured.

The Company recognized revenue from product sales to original equipment manufacturers (OEMs) upon shipment and recorded reserves for estimated customer returns.

Distributors worldwide generally had broad price protection and product return rights which prevented the sales pricing from being fixed or determinable at the time of the Company's shipment to the distributors.

Therefore, revenue recognition was deferred until the pricing uncertainty was resolved, which generally occurred when the distributor sold the product to their customer.

At the time of shipment to these distributors, the Company recorded a trade receivable for the selling price as there was a legally enforceable right to payment, relieved inventory for the carrying value of goods shipped since legal title had passed to the distributor, and recorded the gross margin in deferred income on shipments to distributors on its consolidated balance sheets.

Deferred income on shipments to distributors effectively represented gross margin on the sale to the distributor at the initial shipment date; however, the amount of gross margin recognized by the Company in future periods was less than the deferred margin as a result of credits granted to distributors on specifically identified products and customers to allow the distributors to earn a competitive gross margin on the sale of the Company's products to their end customers and price protection concessions related to market pricing conditions.

The Company sold the majority of the items in its product catalog to its distributors worldwide at a uniform list price.

However, distributors resold the Company's products to end customers at a broad range of individually negotiated price points.

The majority of the Company's distributors' resales required a reduction from the original list price paid.

Often, under these circumstances, the Company remitted back to the distributor a portion of their original purchase price after the resale transaction was completed in the form of a credit against the distributors' outstanding accounts receivable balance.

The credits were on a per unit basis and were not given to the distributor until they provided information regarding the sale to their end customer.

The price reductions varied significantly based on the customer, product, quantity ordered, geographic location and other factors and discounts to a price less than the Company's cost have historically been rare.

The effect of granting these credits established the net selling price from the Company to its distributors for the product and resulted in the net revenue recognized by the Company when the product was sold by the distributors to their end customers.

Thus, a portion of the "deferred income on shipments to distributors" balance represented the amount of distributors' original purchase price that was

to be credited back to the distributors in the future.

The Company did not reduce deferred income on shipments to distributors or accounts receivable by anticipated future price concessions; rather, price concessions were recorded against deferred income on shipments to distributors when incurred, which was generally at the time the distributor sold the product.

The Company reduced product pricing through price protection based on market conditions, competitive considerations and other factors.

Price protection was granted to distributors on the inventory they have on hand at the date the price protection was offered.

[removed: FORM 10-K][added: FORM 10-K]

[removed: ☒Annual] [added: ☒ Annual] Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year [removed: ended March] [added: ended March] 31, [removed: 2020][added: 2021]

[removed: ☐Transition] [added: ☐ Transition] report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

[removed: ][added: ]

| Delaware | | [added: | | | |] 86-0629024 | [added: | |]

| (State or Other Jurisdiction of Incorporation or Organization) | | [added: | | | |] (IRS Employer Identification No.) | [added: | |]

Chandler [removed: Blvd., Chandler, AZ 85224-6199][added: Blvd., Chandler, AZ 85224-6199]

[removed: (480) 792-7200][added: (480) 792-7200]

| Title of Each Class | [added: | |] Trading Symbol | [added: | |] Name of Each Exchange on Which Registered | | [added: | | | |]

| Common Stock, $0.001 Par Value Per Share | [added: | |] MCHP | [removed: NASDAQ] | [added: | NASDAQ] Stock Market LLC | [added: | | | | |]

| | | [added: | | | |] (Nasdaq Global Select Market) | | [added: | | | |]

| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |] Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | | | | | [added: | | | | | | | | | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

Aggregate market value of the voting and non-voting common equity held by non-affiliates as of September 30, [removed: 2019] [added: 2020] based upon the closing price of the common stock as reported by the NASDAQ Global Market on such date was approximately [removed: $21,697,205,962.][added: $26.2 billion.]

Number of shares of Common Stock, $0.001 par value, outstanding as of May [removed: 14, 2020: 245,332,497] [added: 7, 2021: 273,531,409] shares

| Documents Incorporated by Reference | | | [added: | | | | | |]

| Document | | [added: | | | |] Part of Form 10-K | [added: | |]

| Annual Report on Form 10-K for the fiscal year ended March 31, [removed: 2019] [added: 2020] | | [added: | | | |] II | [added: | |]

| Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders | | [added: | | | |] III | [added: | |]

| | | [added: | | | |] Page | [added: | |]

| PART I | | | [added: | | | | | |]

| [Item [removed: 1.](#s9798CB577CBA53318583BC439D07FF10)] [added: 1.](#i5d1eda80d2094c54a5d02191c70e97ed_16)] | [removed: [Business](#s9798CB577CBA53318583BC439D07FF10)] | [removed: [3](#s9798CB577CBA53318583BC439D07FF10)] | [added: [Business](#i5d1eda80d2094c54a5d02191c70e97ed_16) | | | [4](#i5d1eda80d2094c54a5d02191c70e97ed_16) | | |]

| [Item [removed: 1A.](#sBE5A7D3DAD0C5AE58B4A10F09FB12540)] [added: 1A.](#i5d1eda80d2094c54a5d02191c70e97ed_328)] | [added: | |] [Risk [removed: Factors](#sBE5A7D3DAD0C5AE58B4A10F09FB12540)] [added: Factors](#i5d1eda80d2094c54a5d02191c70e97ed_328)] | [removed: [12](#sBE5A7D3DAD0C5AE58B4A10F09FB12540)] | [added: | [12](#i5d1eda80d2094c54a5d02191c70e97ed_328) | | |]

| [Item [removed: 1B.](#s8DFB39F93B9F5EC7812E9BCF2DF91BF4)] [added: 1B.](#i5d1eda80d2094c54a5d02191c70e97ed_37)] | [added: | |] [Unresolved Staff [removed: Comments](#s8DFB39F93B9F5EC7812E9BCF2DF91BF4)] [added: Comments](#i5d1eda80d2094c54a5d02191c70e97ed_37)] | [removed: [29](#s8DFB39F93B9F5EC7812E9BCF2DF91BF4)] | [added: | [29](#i5d1eda80d2094c54a5d02191c70e97ed_37) | | |]

| [Item [removed: 2.](#s6343244500C157EAB863AC72EB9FAC46)] [added: 2.](#i5d1eda80d2094c54a5d02191c70e97ed_40)] | [removed: [Properties](#s6343244500C157EAB863AC72EB9FAC46)] | [removed: [30](#s6343244500C157EAB863AC72EB9FAC46)] | [added: [Properties](#i5d1eda80d2094c54a5d02191c70e97ed_40) | | | [30](#i5d1eda80d2094c54a5d02191c70e97ed_40) | | |]

| [Item [removed: 3.](#sD000D561BCDB5DCEA31BC62596E52BB9)] [added: 3.](#i5d1eda80d2094c54a5d02191c70e97ed_325)] | [added: | |] [Legal [removed: Proceedings](#sD000D561BCDB5DCEA31BC62596E52BB9)] [added: Proceedings](#i5d1eda80d2094c54a5d02191c70e97ed_325)] | [removed: [31](#sD000D561BCDB5DCEA31BC62596E52BB9)] | [added: | [30](#i5d1eda80d2094c54a5d02191c70e97ed_325) | | |]

| [Item [removed: 4.](#sD41EDF22C83353409E5907129684DA1F)] [added: 4.](#i5d1eda80d2094c54a5d02191c70e97ed_43)] | [added: | |] [Mine Safety [removed: Disclosures](#sD41EDF22C83353409E5907129684DA1F)] [added: Disclosures](#i5d1eda80d2094c54a5d02191c70e97ed_43)] | [removed: [31](#sD41EDF22C83353409E5907129684DA1F)] | [added: | [30](#i5d1eda80d2094c54a5d02191c70e97ed_43) | | |]

| PART II | | | [added: | | | | | |]

| [Item [removed: 5.](#sE403812E557254D4A78C064FEE28381B)] [added: 5.](#i5d1eda80d2094c54a5d02191c70e97ed_49)] | [added: | |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sE403812E557254D4A78C064FEE28381B)] [added: Securities](#i5d1eda80d2094c54a5d02191c70e97ed_49)] | [removed: [32](#sE403812E557254D4A78C064FEE28381B)] | [added: | [31](#i5d1eda80d2094c54a5d02191c70e97ed_49) | | |]

| [Item [removed: 6.](#s8D5DEEFC8BDF57FB8DA27ECEEB41E837)] [added: 6.](#i5d1eda80d2094c54a5d02191c70e97ed_52)] | [added: | |] [Selected Financial [removed: Data](#s8D5DEEFC8BDF57FB8DA27ECEEB41E837)] [added: Data](#i5d1eda80d2094c54a5d02191c70e97ed_3793)] | [removed: [34](#s8D5DEEFC8BDF57FB8DA27ECEEB41E837)] | [added: | [32](#i5d1eda80d2094c54a5d02191c70e97ed_3793) | | |]

| [Item [removed: 7.](#s36A388540D235DE5945CB6F4C1E1A346)] [added: 7.](#i5d1eda80d2094c54a5d02191c70e97ed_286)] | [added: | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s36A388540D235DE5945CB6F4C1E1A346)] [added: Operations](#i5d1eda80d2094c54a5d02191c70e97ed_286)] | [removed: [35](#s36A388540D235DE5945CB6F4C1E1A346)] | [added: | [33](#i5d1eda80d2094c54a5d02191c70e97ed_286) | | |]

| [Item [removed: 7A.](#s634023C18DD05DC98F876B87CCA29E1F)] [added: 7A.](#i5d1eda80d2094c54a5d02191c70e97ed_316)] | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s634023C18DD05DC98F876B87CCA29E1F)] [added: Risk](#i5d1eda80d2094c54a5d02191c70e97ed_316)] | [removed: [53](#s634023C18DD05DC98F876B87CCA29E1F)] | [added: | [47](#i5d1eda80d2094c54a5d02191c70e97ed_316) | | |]

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| PART III | | | [added: | | | | | |]

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| | | | [Signatures](#i5d1eda80d2094c54a5d02191c70e97ed_100) | | | [56](#i5d1eda80d2094c54a5d02191c70e97ed_100) | | |

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MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

Defined Terms(1)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Term | | | | | | Definition | | |

| 3.922% 2021 Notes | | | | | | 2021 Senior Secured Notes, maturing June 1, 2021 | | |

| 4.333% 2023 Notes | | | | | | 2023 Senior Secured Notes, maturing June 1, 2023 | | |

| 2.670% 2023 Notes | | | | | | 2023 Senior Secured Notes, maturing September 1, 2023 | | |

| 0.972% 2024 Notes | | | | | | 2024 Senior Secured Notes, maturing February 15, 2024 | | |

| 4.250% 2025 Notes | | | | | | 2025 Senior Unsecured Notes, maturing September 1, 2025 | | |

| 2015 Senior Convertible Debt | | | | | | 2015 Senior Convertible Debt, maturing February 15, 2025 | | |

| 2017 Senior Convertible Debt | | | | | | 2017 Senior Convertible Debt, maturing February 15, 2027 | | |

| 2020 Senior Convertible Debt | | | | | | 2020 Senior Convertible Debt, maturing November 15, 2024 | | |

| 2017 Junior Convertible Debt | | | | | | 2017 Junior Convertible Debt, maturing February 15, 2037 | | |

| ASU | | | | | | Accounting Standards Update | | |

| Bridge Loan Facility | | | | | | 364-Day Senior Secured bridge credit agreement which provides for a term loan facility | | |

| CEMs | | | | | | Client engagement managers | | |

| Convertible Debt | | | | | | 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt, and 2017 Junior Convertible Debt | | |

| Credit Agreement | | | | | | Credit agreement, dated as of May 29, 2018, as subsequently amended, among the Company, as borrower, the lenders from time to time party thereto, J.P.Morgan Chase Bank, N.A., as administrative agent, providing for the Revolving Credit Facility and the Term Loan Facility | | |

| EAR | | | | | | Export Administration Regulation | | |

| EEPROM | | | | | | Electrically erasable programmable read only memory | | |

| EERAM | | | | | | Electrically erasable random access memory | | |

| ESEs | | | | | | Embedded solutions engineers | | |

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| | [Signatures](#sF393A68274CB55B8A1D496D9B20B68EF) | [64](#sF393A68274CB55B8A1D496D9B20B68EF) |

Our product portfolio comprises general purpose and specialized 8-bit, 16-bit, and 32-bit microcontrollers, 32-bit microprocessors, field-programmable gate array (FPGA) products, a broad spectrum of high-performance linear, mixed-signal, power management, thermal management, discrete diodes and Metal Oxide Semiconductor Field Effect Transistors (MOSFETS), radio frequency (RF), timing, timing systems, safety, security, wired connectivity and wireless connectivity devices, as well as Serial Electrically Erasable Programmable Read Only Memory (EEPROM), Serial Flash memories, Parallel Flash memories, Serial Electrically Erasable Random Access Memory (EERAM) and Serial Static Random Access Memory (SRAM).

We also license Flash-IP solutions that are incorporated in a broad range of products.

Our synergistic product portfolio targets thousands of applications worldwide and a strong demand for high-performance designs in the automotive, aerospace, defense, space, communications, computing, consumer and industrial control markets.

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| --- | --- |

Acquisition of Microsemi

On May 29, 2018, we completed our acquisition of Microsemi Corporation (Microsemi), a publicly traded company headquartered in Aliso Viejo, California.

We paid an aggregate of approximately $8.19 billion in cash to the stockholders of Microsemi.

The total consideration transferred in the acquisition, including approximately $53.9 million of non-cash consideration for the exchange of certain share-based payment awards of Microsemi for stock awards of Microchip, was approximately $8.24 billion.

In addition to the consideration transferred, we recognized in our consolidated financial statements $3.23 billion in liabilities of Microsemi consisting of debt, taxes payable and deferred, pension obligations, restructuring, and contingent and other liabilities of which $2.06 billion of existing debt was paid off.

We financed the purchase price using approximately $8.10 billion of borrowings consisting of $3.10 billion of loans under our revolving line of credit (the "Revolving Credit Facility"), $3.00 billion of term loans ("Term Loan Facility") provided under our amended and restated Credit Agreement, and $2.00 billion in newly issued senior secured notes.

We incurred $22.0 million in costs related to the acquisition.

As a result of the acquisition, Microsemi became a wholly owned subsidiary of Microchip.

Microsemi offers a comprehensive portfolio of semiconductor and system solutions for aerospace and defense, communications, data center and industrial markets.

Our primary reason for this acquisition was to expand our range of solutions, products and capabilities by extending our served available market.

| • | remote control devices |

| • | smoke and carbon monoxide detectors |

| • | thermostats |

be re-programmed at any time, allowing for multiple implementations and revisions during or after the end customer system is manufactured.

Our strategic focus is on embedded control solutions, including:

| • | general purpose and specialized microcontrollers and microprocessors |

| • | wired and wireless connectivity products |

| • | development tools and related software |

| • | analog, interface, mixed signal, timing, timing systems and security products |

| • | discrete diodes and MOSFETS |

| • | FPGA products |

| • | memory products |

| • | technology licensing |

*Analog, Power, Interface, Mixed Signal and Timing Products*

Our FPGA product line was primarily acquired as a part of our acquisition of Microsemi.

We offer a comprehensive set of development tools for our FPGA products.

These tools enable system designers to visualize, implement, simulate and program complex logic functions in the FPGA.

Our development tool suite manages the entire design flow from design entry, simulation, synthesis, through place-and-route, timing, and power analysis.

[removed: [Table] [added: [Table] of [removed: Contents](#s501CD12FEE3D5169A03054EEC3946C34)][added: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)]

At March 31, [removed: 2020,] [added: 2021,] we owned and used the facilities described below:

| Location | | [removed: Approximate Total] [added: | | | | Approximate Total] Sq. Ft. | | [removed: Uses] | [added: | | | Principal Operations | | |]

| Gresham, Oregon | | [added: | | | |] 826,500 | | [added: | | | |] Wafer [removed: Fabrication] [added: fabrication] (Fab [removed: 4);] [added: 4),] R&D [removed: Center; Administrative Offices;] [added: center, warehousing] and [removed: Warehousing] [added: administrative offices] | [added: | |]

| Chandler, Arizona | | [added: | | | |] 687,000 | | [added: | | | |] Executive and [removed: Administrative Offices; Wafer Probe;] [added: administrative offices, wafer probe,] R&D [removed: Center; Sales] [added: center, sales] and [removed: Marketing;] [added: marketing,] and [removed: Computer] [added: computer] and [removed: Service Functions] [added: service functions] | [added: | |]

| Chacherngsao, Thailand | | [added: | | | |] 489,000 | | [added: | | | |] Assembly and [removed: Test; Wafer Probe; Sample Center; Warehousing;] [added: test, wafer probe, sample center, warehousing] and [removed: Administrative Offices] [added: administrative offices] | [added: | |]

| Calamba, Philippines | | [added: | | | |] 460,000 | | [added: | | | |] Wafer [removed: Probe, Test, Warehousing] [added: probe, test, warehousing] and [removed: Administrative Offices] [added: administrative offices] | [added: | |]

| Tempe, Arizona | | [added: | | | |] 457,000 | | [added: | | | |] Wafer [removed: Fabrication] [added: fabrication] (Fab [removed: 2);] [added: 2),] R&D [removed: Center; Administrative Offices;] [added: center, warehousing] and [removed: Warehousing] [added: administrative offices] | [added: | |]

| Bangalore, India | | [added: | | | |] 294,000 | | [removed: Design and Development; Sales] [added: | | | | R&D center, sales] and [removed: Marketing Support,] [added: marketing support] and [removed: Administrative Offices] [added: administrative offices] | [added: | |]

| Chacherngsao, Thailand | | [added: | | | |] 215,000 | | [added: | | | |] Assembly and [removed: Test; Warehousing;] [added: test, warehousing] and [removed: Administrative Offices] [added: administrative offices] | [added: | |]

| Chennai, India | | [added: | | | |] 187,000 | | [removed: Design and Development] | [added: | | | R&D center | | |]

| Rousset, France | | [added: | | | |] 170,000 | | [removed: Design, Engineering, Test] [added: | | | | Test, R&D] and [removed: Administrative] [added: administrative offices] | [added: | |]

| Lawrence, Massachusetts | | [added: | | | |] 160,000 | | [added: | | | |] Manufacturing and [removed: Administrative] [added: administrative] offices | [added: | |]

| Mount Holly Springs, Pennsylvania | | [added: | | | |] 100,000 | | [added: | | | |] Manufacturing, R&D and [removed: Administrative] [added: administrative] offices | [added: | |]

| Garden Grove, California | | [added: | | | |] 98,100 | | [added: | | | |] Manufacturing, R&D and [removed: Administrative] [added: administrative] offices | [added: | |]

| San Jose, California | | [added: | | | |] 98,000 | | [removed: Design, Engineering,] [added: | | | | R&D] and [removed: Administrative] [added: administrative offices] | [added: | |]

| Neckarbischofsheim, Germany | | [added: | | | |] 80,000 | | [added: | | | |] Manufacturing and [removed: Administrative] [added: administrative] offices | [added: | |]

| Nantes, France | | [added: | | | |] 77,000 | | [removed: Design, Engineering, Test and Probe, Administrative] [added: | | | | Wafer probe, test, R&D, warehousing] and [removed: Warehousing] [added: administrative offices] | [added: | |]

| San Jose, California | | [added: | | | |] 71,000 | | [removed: Design, Engineering,] [added: | | | | R&D] and [removed: Administrative] [added: administrative offices] | [added: | |]

| San Jose, California | | [added: | | | |] 57,000 | | [removed: Design, Engineering,] [added: | | | | R&D] and [removed: Administrative] [added: administrative offices] | [added: | |]

| Beverly, Massachusetts | | [added: | | | |] 52,103 | | [added: | | | |] Manufacturing | [added: | |]

| Heilbronn, Germany | | [added: | | | |] 46,000 | | [removed: Design, Engineering] [added: | | | | R&D] and [removed: Administrative] [added: administrative offices] | [added: | |]

| Karlsruhe, Germany | | [added: | | | |] 43,000 | | [removed: Design, Engineering] [added: | | | | R&D] and [removed: Administrative] [added: administrative offices] | [added: | |]

| Ennis County, Ireland | | [added: | | | |] 40,000 | | [removed: Manufacturing] | [added: | | | Manufacturing, R&D and administrative offices | | |]

| Simsbury, Connecticut | | [added: | | | |] 32,500 | | [added: | | | |] Manufacturing, R&D and [removed: Administrative] [added: administrative] offices | [added: | |]

| Shanghai, China | | [added: | | | |] 21,000 | | [removed: Research] [added: | | | | R&D, sales] and [removed: Development; Marketing Support,] [added: marketing support] and [removed: Administrative Offices] [added: administrative offices] | [added: | |]

| Hsinchu, Taiwan | | [added: | | | |] 15,000 | | [removed: Design, Engineering] [added: | | | | R&D] and [removed: Administrative] [added: administrative offices] | [added: | |]

In addition to the facilities we own, we lease several [added: manufacturing,] research and development facilities and sales offices in North America, Europe and Asia.

See page [removed: 46] [added: 42] for a discussion of the capacity utilization of our manufacturing facilities.

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| Colorado Springs, Colorado | | | | | | 480,000 | | | | | | Wafer fabrication (Fab 5), test and R&D | | |

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| Colorado Springs, Colorado | | 480,000 | | Manufacturing, Test, Research and Development, Computer and Service Functions, Design and Engineering |

[Table of Contents](#s501CD12FEE3D5169A03054EEC3946C34)

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[removed: ][added: ]

*$100 invested on March 31, [removed: 2015] [added: 2016] in stock or index, including reinvestment of dividends

Copyright © [removed: 2020] [added: 2021] Standard & Poor's, a division of S&P Global.

| | | [added: | | | |] Cumulative Total Return | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| | | [removed: March 2015] | | [added: | |] March 2016 | | [added: | | | |] March 2017 | | [added: | | | |] March 2018 | | [added: | | | |] March 2019 | | [added: | | | |] March 2020 | [added: | | | | | March 2021 | | |]

On May [removed: 14, 2020,] [added: 7, 2021,] there were approximately [removed: 568] [added: 567] holders of record of our common stock.

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[removed: Refer to "Item 12 -] Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters," at page [removed: 56] [added: 49] 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, [removed: 2020.][added: 2021.]

[removed: Most recently, in] [added: In] January 2016, our Board of Directors authorized an increase in the then existing share repurchase program to 15.0 million shares of common stock.

There were no repurchases of common stock during fiscal [removed: 2020.][added: 2021.]

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| Microchip Technology Incorporated | | | | | | 100.00 | | | | | | 156.77 | | | | | | 197.49 | | | | | | 182.47 | | | | | | 151.54 | | | | | | 351.41 | | |

| S&P 500 Stock Index | | | | | | 100.00 | | | | | | 117.17 | | | | | | 133.57 | | | | | | 146.25 | | | | | | 136.05 | | | | | | 212.71 | | |

| Philadelphia Semiconductor Index | | | | | | 100.00 | | | | | | 152.17 | | | | | | 203.28 | | | | | | 217.73 | | | | | | 240.33 | | | | | | 504.64 | | |

Refer to "Item 12.

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| Microchip Technology Incorporated | | 100.00 | | 101.73 | | 159.48 | | 200.89 | | 185.62 | | 154.16 |

| S&P 500 Stock Index | | 100.00 | | 101.78 | | 119.26 | | 135.95 | | 148.86 | | 138.47 |

| Philadelphia Semiconductor Index | | 100.00 | | 99.27 | | 151.06 | | 201.80 | | 216.14 | | 238.58 |

[removed: [Table] [added: [Table] of [removed: Contents](#s501CD12FEE3D5169A03054EEC3946C34)][added: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)]

Part II, Item 6 is no longer required as the Company has elected to early adopt the change to Item 301 of Regulation S-K contained in SEC Release No. 33-10890.

You should read the following selected consolidated financial data for the five-year period ended March 31, 2020 in conjunction with our consolidated financial statements and notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Items 7 and 8 of this Form 10-K.

Our consolidated statements of income data for each of the years in the three-year period ended March 31, 2020, and the balance sheet data as of March 31, 2020 and 2019, are derived from our audited consolidated financial statements, included in Item 8 of this Form 10-K.

The statement of income data for the years ended March 31, 2017 and 2016 and balance sheet data as of March 31, 2018, 2017 and 2016 have been derived from our audited consolidated financial statements not included herein (in the tables below all amounts are in millions, except per share data).

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| | Year ended March 31, | | | | | | | | | | | | | | | | | | |

| | 2020 | | | | 2019(1) | | | | 2018 | | | | 2017(1) | | | | 2016 | | |

| Consolidated Statements of Income data: | | | | | | | | | | | | | | | | | | | |

| Net sales | $ | 5,274.2 | | | $ | 5,349.5 | | | $ | 3,980.8 | | | $ | 3,407.8 | | | $ | 2,173.3 | |

| Special charges and other, net (2) | $ | 46.7 | | | $ | 33.7 | | | $ | 17.5 | | | $ | 98.6 | | | $ | 4.0 | |

| Loss on settlement of debt (3) | $ | (5.4 | ) | | $ | (12.6 | ) | | $ | (16.0 | ) | | $ | (43.9 | ) | | $ | — | |

| Net income from continuing operations | $ | 570.6 | | | $ | 355.9 | | | $ | 255.4 | | | $ | 170.6 | | | $ | 323.9 | |

| Basic net income per common share from continuing operations | $ | 2.39 | | | $ | 1.51 | | | $ | 1.10 | | | $ | 0.79 | | | $ | 1.59 | |

| Diluted net income per common share from continuing operations | $ | 2.23 | | | $ | 1.42 | | | $ | 1.03 | | | $ | 0.73 | | | $ | 1.49 | |

| Dividends declared per common share | $ | 1.465 | | | $ | 1.457 | | | $ | 1.449 | | | $ | 1.441 | | | $ | 1.433 | |

| Consolidated Balance Sheets data: | | | | | | | | | | | | | | | | | | | |

| Total assets | $ | 17,426.1 | | | $ | 18,350.0 | | | $ | 8,257.2 | | | $ | 7,686.9 | | | $ | 5,537.9 | |

| Net long-term debt and capital lease obligations, less current maturities (3) | $ | 8,882.1 | | | $ | 8,956.0 | | | $ | 1,769.1 | | | $ | 2,912.1 | | | $ | 2,465.8 | |

| Stockholders' equity | $ | 5,585.5 | | | $ | 5,287.5 | | | $ | 3,279.8 | | | $ | 3,270.7 | | | $ | 2,150.9 | |

| | |

| --- | --- |

| (1) | Refer to Note 2 to our consolidated financial statements for a discussion of our acquisition of Microsemi during fiscal 2019. During fiscal 2017, we completed our acquisition of Atmel. |

(2) Refer to Note 5 to our consolidated financial statements for a discussion of the special charges and other, net.

(3) Refer to Note 7, Debt, for further discussion.

[Table of Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)

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 [removed: Securities] Exchange [removed: Act of 1934, as amended (the "Exchange Act"),] [added: 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 [removed: Act.][added: Act).]

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in [removed: Securities and Exchange Commission] [added: 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.

[removed: [Table] [added: [Table] of [removed: Contents](#s501CD12FEE3D5169A03054EEC3946C34)][added: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)]

[added: Our disclosure controls and] procedures include components of our 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 [removed: generally accepted accounting principles.][added: 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 [removed: generally accepted accounting principles,] [added: 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, [removed: 2020,] [added: 2021,] the end of our fiscal year.

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 [removed: generally accepted accounting principles.][added: U.S. GAAP.]

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, [removed: 2020,] [added: 2021,] which is included on page F-5.

During the three months ended March 31, [removed: 2020,] [added: 2021,] we transitioned certain of Microsemi's processes to our internal control processes and we expect to transition more of such processes throughout the remainder of calendar year [removed: 2020.][added: 2021.]

Other than with respect to [removed: the remediation efforts and] our transition of Microsemi to our systems and control environment as described above, during the three months ended March 31, [removed: 2020,] [added: 2021,] 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.

Our disclosure controls and

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2019, we 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.

Both of these material weaknesses were remediated as of March 31, 2020.

Eric Bjornholt, our Senior Vice President, Chief Financial Officer, Mitch Little, our Senior Vice President, Worldwide Client Engagement, Steve Drehobl, our Senior Vice President, MCU8 and MCU16 Business Units, [removed: and] Rich Simoncic, our Senior Vice President, Analog Power and Interface Business Units, [removed: have entered into trading plans as contemplated by Rule 10b-5-1 under the Exchange Act and periodic sales of] [added: Esther Johnson,] our [removed: common stock have occurred] [added: Board Member, L.B. Day, our Board Member,] and [removed: are expected to occur under such plans.][added: Matthew W.]

Chapman, our Board Member, have entered into trading plans as contemplated by Rule 10b-5-1 under the Exchange Act and periodic sales of our common stock have occurred and are expected to occur under such plans.

[Table of Contents](#s501CD12FEE3D5169A03054EEC3946C34)

Information on the members of our Board of Directors is incorporated herein by reference to our proxy statement for our [removed: 2020] [added: 2021] 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 [removed: 2020] [added: 2021] annual meeting of stockholders under the caption "The Board of Directors – Committees of the Board of Directors – Audit Committee."

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 [removed: 2020] [added: 2021] 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 [removed: 2020] [added: 2021] annual meeting of stockholders under the caption "Requirements, Including Deadlines, for Receipt of Stockholder Proposals for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders; Discretionary Authority to Vote on Stockholder Proposals."

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 [removed: 2020] [added: 2021] 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 [removed: 2020] [added: 2021] 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 [removed: 2020] [added: 2021] 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 [removed: 2020] [added: 2021] annual meeting of stockholders.

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 [removed: 2020] [added: 2021] annual meeting of stockholders.

Information with respect to security ownership of certain beneficial owners, members of our Board of Directors and management is incorporated herein by reference to the information under the caption "Security Ownership of Principal Stockholders, Directors and Executive Officers" in our proxy statement for our [removed: 2020] [added: 2021] annual meeting of stockholders.

[removed: [Table] [added: [Table] of [removed: Contents](#s501CD12FEE3D5169A03054EEC3946C34)][added: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)]

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 [removed: 2020] [added: 2021] 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 [removed: 2020] [added: 2021] annual meeting of stockholders.

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 [removed: 2020] [added: 2021] annual meeting of stockholders.

[Table of Contents](#s501CD12FEE3D5169A03054EEC3946C34)

| | | [added: | | | |] Page [removed: No.] | [added: | |]

| (1) | [added: | |] Financial Statements: | | [added: | | | |]

| | [added: | |] Report of Independent Registered Public Accounting Firm | [removed: [F-1](#s1F25F2AC0C615D6CAE538B4AA01B191A)] | [added: | F-[1](#i5d1eda80d2094c54a5d02191c70e97ed_112) | | |]

| | [added: | |] Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | [removed: [F-5](#s0641F30580005F40B41E3FFF09BEF768)] | [added: | F-[5](#i5d1eda80d2094c54a5d02191c70e97ed_115) | | |]

| | [added: | |] Consolidated Balance Sheets as of March 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | [removed: [F-6](#sD0FEEB05A824525BA1BFEED2F3D871EF)] | [added: | F-[6](#i5d1eda80d2094c54a5d02191c70e97ed_133) | | |]

| | [added: | |] Consolidated Statements of Income for each of the three years in the period ended March 31, [removed: 2020] [added: 2021] | [removed: [F-7](#sBC10F8C64B375A95A705919505D5E9CB)] | [added: | F-[7](#i5d1eda80d2094c54a5d02191c70e97ed_136) | | |]

| | [added: | |] Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, [removed: 2020] [added: 2021] | [removed: [F-8](#s8D4CA693EA745EAFBBA584A6728827A5)] | [added: | F-[8](#i5d1eda80d2094c54a5d02191c70e97ed_139) | | |]

| | [added: | |] Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, [removed: 2020] [added: 2021] | [removed: [F-9](#s29B8C4499A5D58C6B5FCE86BD9FBD95D)] | [added: | F-[9](#i5d1eda80d2094c54a5d02191c70e97ed_142) | | |]

| | [added: | |] Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, [removed: 2020] [added: 2021] | [removed: [F-11](#sABB11F9F21B4525BB3E8DACD71C3AA43)] | [added: | F-[11](#i5d1eda80d2094c54a5d02191c70e97ed_145) | | |]

| | [added: | |] Notes to Consolidated Financial Statements | [removed: [F-13](#s99985CAF43EE5D8A920AF922D1DB93DF)] | [added: | F-[12](#i5d1eda80d2094c54a5d02191c70e97ed_148) | | |]

| (2) | [added: | |] Financial Statement Schedules | [added: | |] None | [added: | |]

| (3) | [added: | |] The Exhibits filed with this Form 10-K or incorporated herein by reference are set forth in the Exhibit Index beginning on page [removed: 60] [added: 51] hereof, which Exhibit Index is incorporated herein by this reference. | | [added: | | | |]

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| --- | --- | --- |

[Table of Contents](#s501CD12FEE3D5169A03054EEC3946C34)

[removed: [Table] [added: [Table] of [removed: Contents](#s501CD12FEE3D5169A03054EEC3946C34)][added: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)]

| | | | | [added: | |] Incorporated by Reference | | | | | | | | | [added: | | | | | | | | |]

| Exhibit Number | | [added: |] Exhibit Description | | [added: |] Form | | [added: |] File Number | | [added: | | | |] Exhibit | | [added: |] Filing Date | | [added: |] Included Herewith | [added: | |]

| [removed: 2.2] [added: 2.1] | | [added: |] [Agreement and Plan of Merger, dated as of March 1, 2018, by and among Microchip Technology Incorporated, Microsemi Corporation, and Maple Acquisition Corporation](http://www.sec.gov/Archives/edgar/data/827054/000119312518068156/d517266dex21.htm) | | [added: |] 8-K | | [added: |] 000-21184 | | [added: | | | |] 2.1 | | [removed: 3/2/2018] | [added: March 2, 2018] | | [added: | | | |]

| 3.1 | | [added: |] [Restated Certificate of Incorporation of Registrant](http://www.sec.gov/Archives/edgar/data/827054/000095014702001431/ex3-1.txt) | | [added: |] 10-Q | | [added: |] 000-21184 | | [added: | | | |] 3.1 | | [removed: 11/12/2002] | [added: November 12, 2002] | | [added: | | | |]

| [removed: 3.2] [added: 3.2] | | [added: |] [Amended and Restated Bylaws of Registrant, as amended [removed: through May 21, 2019](http://www.sec.gov/Archives/edgar/data/827054/000082705419000139/ex31amendedandrestatedbyla.htm)] [added: February 26, 2021](https://www.sec.gov/Archives/edgar/data/827054/000082705421000106/ex32-amendedandrestatedbyl.htm)] | | [removed: 8-K] | | [removed: 000-21184] | | [removed: 3.1] | | [removed: 5/24/2019] | | | [added: | | | | | | | X | | |]

| 4.1 | | [added: |] [Indenture dated as of February 11, 2015 between Microchip Technology Incorporated and Wells Fargo Bank, N.A.](http://www.sec.gov/Archives/edgar/data/827054/000119312515044138/d870240dex41.htm) | | [added: |] 8-K | | [added: |] 000-21184 | | [added: | | | |] 4.1 | | [removed: 2/11/2015] | [added: February 11, 2015] | | [added: | | | |]

| 4.2 | | [added: |] [Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/827054/000119312517045239/d341962dex41.htm) | | [added: |] 8-K | | [added: |] 000-21184 | | [added: | | | |] 4.1 | | [removed: 2/15/2017] | [added: February 15, 2017] | | [added: | | | |]

| 4.3 | | [added: |] [Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/827054/000119312517045239/d341962dex43.htm) | | [added: |] 8-K | | [added: |] 000-21184 | | [added: | | | |] 4.3 | | [removed: 2/15/2017] | [added: February 15, 2017] | | [added: | | | |]

| [removed: 4.4] [added: 4.4] | | [added: |] [Description of Registered [removed: Securities](https://www.sec.gov/Archives/edgar/data/827054/000082705420000119/ex44q4fy20.htm)] [added: Securities](http://www.sec.gov/Archives/edgar/data/827054/000082705420000119/ex44q4fy20.htm)] | | | [added: 10-K] | | | [added: 000-21184] | | | | [removed: X] | [added: | 4.4 | | | May 22, 2020 | | | | | |]

| [removed: 10.1] [added: 10.2] | | [added: |] [Augmenting Lender Supplement, dated as of November 10, 2017, among Microchip Technology Incorporated, the lender party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent](http://www.sec.gov/Archives/edgar/data/827054/000082705417000207/exhibit101.htm) | | [added: |] 8-K | | [added: |] 000-21184 | | [added: | | | |] 10.1 | | [removed: 11/13/2017] | [added: November 13, 2017] | | [added: | | | |]

| [removed: 10.2] [added: 10.3] | | [added: |] [Master Increasing Lender Supplement, dated as of September 1, 2017, among Microchip Technology Incorporated, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent](http://www.sec.gov/Archives/edgar/data/827054/000082705417000176/ex101912017.htm) | | [added: |] 8-K | | [added: |] 000-21184 | | [added: | | | |] 10.1 | | [removed: 9/1/2017] | [added: September 1, 2017] | | [added: | | | |]

| [removed: 10.3] [added: 10.4] | | [added: |] [Master Increasing Lender Supplement dated as of March 19, 2015, by and among Microchip Technology Incorporated and the Increasing Lenders thereto](http://www.sec.gov/Archives/edgar/data/827054/000082705415000103/exhibit101masterincreasing.htm) | | [added: |] 10-K | | [added: |] 000-21184 | | [added: | | | |] 10.1 | | [removed: 5/27/2015] | [added: May 27, 2015] | | [added: | | | |]

| [removed: 10.4] [added: 10.5] | | [added: |] [Amended and Restated Credit Agreement, dated [added: as of] May [removed: 18,] [added: 29,] 2018, by and among Microchip Technology Incorporated, the lenders from time to time party [removed: there to] [added: thereto] and JPMorgan Chase Bank, N.A., as [removed: administrative agent](http://www.sec.gov/Archives/edgar/data/827054/000119312518167971/d579420dex101.htm)] [added: Administrative Agent](http://www.sec.gov/Archives/edgar/data/827054/000119312518176340/d567764dex101.htm)] | | [added: |] 8-K | | [added: |] 000-21184 | | [added: | | | |] 10.1 | | [removed: 5/18/2018] | [added: May 29, 2018] | | [added: | | | |]

| [removed: 10.5] [added: 10.6] | | [added: |] [Amendment No.1 to Amended and Restated Credit Agreement, dated as of September 26, 2019, among Microchip Technology Incorporated, the Subsidiary Guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative [removed: Agent.](http://www.sec.gov/Archives/edgar/data/827054/000082705419000266/exhibit101-093019.htm)] [added: Agent](http://www.sec.gov/Archives/edgar/data/827054/000082705419000266/exhibit101-093019.htm)] | | [added: |] 8-K | | [added: |] 000-21184 | | [added: | | | |] 10.1 | | [removed: 10/1/2019] | [added: October 1, 2019] | | [added: | | | |]

| [removed: 10.6] [added: 10.7] | | [added: |] [Second Amendment to Amended and Restated Credit Agreement, dated as of March 21, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/827054/000119312520083097/d901097dex101.htm)] [added: 2020](http://www.sec.gov/Archives/edgar/data/827054/000119312520083097/d901097dex101.htm)] | | [added: |] 8-K | | [added: |] 000-21184 | | [added: | | | |] 10.1 | | [removed: 3/24/2020] | [added: March 24, 2020] | | [added: | | | |]

| [removed: 10.7] [added: 10.8] | | [added: |] [Pledge and Security Agreement, dated as of February 8, 2017, by and among Microchip Technology Incorporated, the other grantors party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent](http://www.sec.gov/Archives/edgar/data/827054/000119312517034626/d346970dex102.htm) | | [added: |] 8-K | | [added: |] 000-21184 | | [added: | | | |] 10.2 | | [removed: 2/8/2017] | [added: February 8, 2017] | | [added: | | | |]

| [removed: 10.8] [added: 10.10] | | [added: |] [Pledge and Security Agreement, dated as of March 27, 2020, by and among Microchip Technology Incorporated, the other grantors from time to time party thereto and JPMorgan [removed: chase] [added: Chase] Bank, N.A., as administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/827054/000119312520088655/d905730dex102.htm)] [added: agent](http://www.sec.gov/Archives/edgar/data/827054/000119312520088655/d905730dex102.htm)] | | [added: |] 8-K | | [added: |] 000-21184 | | [added: | | | |] 10.2 | | [removed: 3/27/2020] | [added: March 27, 2020] | | [added: | | | |]

| 10.9 | | [removed: [364-Day Senior Secured Bridge Credit] [added: | [Amended and Restated Pledge and Security] Agreement, dated as of [removed: March 27, 2020,] [added: May 29, 2018,] by and among Microchip Technology Incorporated, the [removed: lenders from time to time] [added: other grantors] party thereto and JPMorgan Chase Bank, N.A., as administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/827054/000119312520088655/d905730dex101.htm)] [added: agent](http://www.sec.gov/Archives/edgar/data/827054/000119312518176340/d567764dex102.htm)] | | [added: |] 8-K | | [added: |] 000-21184 | | [removed: 10.1] | | [removed: 3/27/2020] | | [added: 10.2] | [added: | | May 29, 2018 | | | | | |]

| [removed: 10.10] [added: 10.12] | | [removed: [Guaranty,] [added: | [Amended and Restated Guaranty,] dated as of [removed: March 27, 2020,] [added: May 29, 2018, made] by the subsidiaries of Microchip Technology Incorporated party thereto as guarantors in favor of JPMorgan Chase Bank, N.A., as [removed: administrative agent](http://www.sec.gov/Archives/edgar/data/827054/000119312520088655/d905730dex103.htm)] [added: Administrative Agent](http://www.sec.gov/Archives/edgar/data/827054/000119312518176340/d567764dex103.htm)] | | [added: |] 8-K | | [added: |] 000-21184 | | [added: | | | |] 10.3 | | [removed: 3/27/2020] | [added: May 29, 2018] | | [added: | | | |]